As filed with the Securities and Exchange Commission on April 4, 2007
Commission File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AETHLON MEDICAL, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 13-3632859
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3826
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
JAMES A. JOYCE
CHIEF EXECUTIVE OFFICER
3030 BUNKER HILL STREET, SUITE 4000
SAN DIEGO, CALIFORNIA 92109
(858) 459-7800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF PROCESS)
Copies to
NIMISH PATEL, ESQ.
PETER HOGAN, ESQ.
RICHARDSON & PATEL LLP
10900 WILSHIRE BOULEVARD, SUITE 500
LOS ANGELES, CALIFORNIA 90024
TELEPHONE (310) 208-1182
Approximate date of proposed sale to public: From time to time after the
effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]_______________________________
If this Form is a post effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]______________________________________________________
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]______________________________________________________
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
=================================================================================================================
Common Shares 8,383,333(2) $ 0.735(1) $6,161,750 $189.17
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Total 8,383,333 $ 0.735 $6,161,750 $189.17
=================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of Regulation C as of the close of the market
on April 2, 2007, based upon the average of the high and low prices for
that date.
(2) 8,383,333 common shares issued or issuable to Fusion Capital Fund II,
LLC under a common stock purchase agreement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 4, 2007
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
AETHLON MEDICAL, INC.
8,383,333 Shares of Common Stock
This prospectus relates to the sale of up to 8,383,333 shares of our
common stock by Fusion Capital Fund II, LLC. Fusion Capital is sometimes
referred to in this prospectus as the selling shareholder. The prices at which
Fusion Capital may sell the shares will be determined by the prevailing market
price for the shares or in negotiated transactions. We will not receive proceeds
from the sale of our shares by Fusion Capital.
Our common stock is registered under Section 12(g) of the Securities
Exchange Act of 1934 and quoted on the Over-The-Counter Bulletin Board under the
symbol "AEMD.OB" On April 2, 2007, the last reported sale price for our common
stock as reported on the Over-The-Counter Bulletin Board was $0.72 per share.
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Investing in our common stock involves certain risks. See "Risk
Factors" beginning on page 2 for a discussion of these risks.
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The selling shareholder is an "underwriter" within the meaning of the
Securities Act of 1933, as amended.
-------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-------------------
The date of this Prospectus is ______, 2007.
TABLE OF CONTENTS
PAGE
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PROSPECTUS SUMMARY 1
RISK FACTORS 2
FORWARD LOOKING STATEMENTS 15
USE OF PROCEEDS 15
THE FUSION TRANSACTION 16
DESCRIPTION OF BUSINESS 18
DESCRIPTION OF PROPERTIES 26
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 27
EXECUTIVE COMPENSATION 30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 34
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 35
LEGAL PROCEEDINGS 36
DESCRIPTION OF SECURITIES 36
EQUITY COMPENSATION PLANS 37
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS 38
THE SELLING SHAREHOLDER 39
PLAN OF DISTRIBUTION 40
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE 41
TRANSFER AGENT 41
LEGAL MATTERS 41
EXPERTS 41
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES 41
REPORTS TO SECURITY HOLDERS 42
WHERE YOU CAN FIND MORE INFORMATION 42
i
PROSPECTUS SUMMARY
This summary highlights important information about our company and
business. Because it is a summary, it may not contain all of the information
that is important to you. To understand this offering fully, you should read
this entire prospectus and the financial statements and related notes included
in this prospectus carefully, including the "Risk Factors" section. Unless the
context requires otherwise, "WE," "US," "OUR", " and the "COMPANY" and similar
terms collectively refer to Aethlon Medical, Inc.
THE COMPANY
We are a development stage medical device company focused on expanding
the applications of our Hemopurifier (R) platform technology, which is designed
to rapidly reduce the presence of infectious viruses and other toxins from human
blood. In this regard, our core focus is the development of therapeutic devices
that treat acute viral conditions, chronic viral diseases and pathogens targeted
as potential biological warfare agents. The Hemopurifier(R) combines the
established scientific principles of affinity chromatography and hemodialysis as
a means to mimic the immune system's response of clearing viruses and toxins
from the blood before cell and organ infection can occur. The Hemopurifier(R)
cannot cure viral conditions but can prevent virus and toxins from infecting
unaffected tissues and cells. We have completed pre-clinical blood testing of
the Hemopurifier(R) to treat HIV and Hepatitis-C, and have completed human
safety trials on Hepatitis-C infected patients in India and are in the process
of obtaining regulatory approval from the U.S. Food and Drug Administration
("FDA")to initiate clinical trials in the United States.
The commercialization of the Hemopurifier(R) will likely require the
completion of human efficacy clinical trials. The approval of any application of
the Hemopurifier(R) in the United States will necessitate the approval of the
FDA to initiate human studies. Such studies could take years to demonstrate
safety and effectiveness in humans and there is no assurance that the
Hemopurifier(R) will be cleared by the FDA as a device we can market to the
medical community. We also expect to face similar regulatory challenges from
foreign regulatory agencies, should we attempt to commercialize and market the
Hemopurifier(R) outside of the United States. As a result, we have not generated
revenues from the sale of any Hemopurifier(R) application. Additionally, there
have been no independent validation studies of our Hemopurifiers(R) to treat
infectious disease. We manufacture our products on a small scale for testing
purposes but have yet to manufacture our products on a large scale for
commercial purposes. All of our pre-clinical human blood studies have been
conducted in our laboratories under the direction of Dr. Richard Tullis, our
Chief Science Officer.
As of March 27, 2007, we had issued and outstanding 32,518,548 common
shares, and common share purchase options and warrants entitling the holders to
purchase up to 20,054,309 common shares. We are a Nevada corporation. Our
principal executive offices are located at 3030 Bunker Hill Street, Suite 4000,
San Diego, California 92109. Our telephone number is (858) 459-7800. The address
of our website is www.aethlonmedical.com. Information on our website is not a
part of this prospectus.
THE OFFERING
Fusion Capital, the selling shareholder under this prospectus, is
offering for sale up to 8,383,333 shares of our common stock hereto. On March
21, 2007, we entered into a common stock purchase agreement with Fusion Capital
Fund II, LLC, an Illinois limited liability company. Under the agreement, Fusion
Capital is obligated, under certain conditions, to purchase shares from us in an
aggregate amount of $8.4 million from time to time over a 25 month period. On
March 27, 2007, we sold 1,333,333 shares of common stock to Fusion Capital under
the agreement for total proceeds of $400,000. Under the terms of the common
stock purchase agreement, Fusion Capital has received a commitment fee
consisting of 1,050,000 shares of our common stock. We have reserved up to an
additional 6,000,000 shares of our common stock for sale to Fusion Capital under
the agreement. As of March 27, 2007, there were 32,518,548 shares outstanding
(27,587,195 shares held by non-affiliates) excluding the 6,000,000 shares
offered by Fusion Capital pursuant to this prospectus which it has not yet
purchased from us. If all of such 8,383,333 shares offered hereby were issued
and outstanding as of the date hereof, the 8,383,333 shares would represent
approximately 21.8% of the total common stock outstanding or approximately
24.96% of the non-affiliate shares outstanding as of March 27, 2007. The number
of shares ultimately offered for sale by Fusion Capital is dependent upon the
number of shares purchased by Fusion Capital under the agreement.
1
We do not have the right to make any additional sales of our shares to
Fusion Capital unless and until the US Securities & Exchange Commission has
declared effective the registration statement of which this prospectus is a part
of. After the Securities & Exchange Commission has declared effective such
registration statement, generally we will have the right, but not the
obligation, from time to time to sell our shares to Fusion Capital in amounts
between $32,000 and $1.0 million depending on certain conditions. We have the
right to control the timing and amount of any sales of our shares to Fusion
Capital. The purchase price of the shares will be determined based upon the
market price of our shares without any fixed discount at the time of each sale.
Fusion Capital shall not have the right nor the obligation to purchase any
shares of our common stock on any business day that the price of our common
stock is below $0.25. The agreement may be terminated by us at any time at our
discretion without any cost to us.
SUMMARY FINANCIAL DATA
The following tables summarize the consolidated statements of operations and
balance sheet data for our company.
CONSOLIDATED STATEMENTS OF OPERATIONS DATA: NINE MONTHS ENDED YEARS ENDED
DECEMBER 31, (UNAUDITED) MARCH 31,
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2006 2005 2006 2005
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Revenue $ 0 $ 0 $ 0 $ 0
Gross profit $ 0 $ 0 $ 0 $ 0
Net loss (1,787,569) $ (2,069,698) $ (2,920,183) $ (2,096,951)
Preferred stock dividends N/A N/A N/A N/A
Net loss attributed to common shareholders $ (1,787,569) $ (2,069,698) $ (2,920,183) $ (2,096,951)
Loss per common share, basic and diluted $ (0.07) $ (0.11) $ (0.15) $ (0.15)
Weighted average common shares outstanding, basic and
diluted 27,174,574 18,744,309 19,551,501 14,037,341
CONSOLIDATED BALANCE SHEET DATA: DECEMBER 31, MARCH 31,
2006 2006
(UNAUDITED)
----------------------------------------------------------------------------------------------------------------------------------
Current assets $ 61,746 $ 868,599
Total assets $ 226,173 $ 1,029,776
Total current liabilities $ 2,929,640 $ 2,789,262
Total stockholders' deficit $(2,703,467) $(1,759,486)
Total liabilities and stockholders' deficit $ 226,173 $ 1,029,776
RISK FACTORS
An investment in our common shares involves a high degree of risk and
is subject to many uncertainties. These risks and uncertainties may adversely
affect our business, operating results and financial condition. In such an
event, the trading price for our common shares could decline substantially, and
you could lose all or part of your investment. In order to attain an
appreciation for these risks and uncertainties, you should read this prospectus
in its entirety and consider all of the information and advisements contained in
this prospectus, including the following risk factors and uncertainties.
RISKS RELATING TO OUR BUSINESS
WE HAVE A LIMITED OPERATING HISTORY WITH SIGNIFICANT LOSSES AND EXPECT
LOSSES TO CONTINUE FOR THE FORESEEABLE FUTURE.
We have yet to establish any history of profitable operations. We have
not had any significant revenues from our principal operations. We have incurred
annual operating losses of $2,094,939, $2,183,377 and $995,549, respectively,
during the past three fiscal years of operation and an operating loss of
$1,504,427 in the nine months ended December 31, 2006. At March 31, 2006, we had
an accumulated deficit of $22,062,447. We have incurred net losses from
continuing operations of $2,920,183 and $2,096,951 for the fiscal years ending
March 31, 2006 and 2005 and $1,787,569 and $2,069,698 for the nine months ended
December 31, 2006 and 2005. As a result, at December 31, 2006, we had an
accumulated deficit of $23,850,016. Our revenues have not been sufficient to
sustain our operations. We expect that our revenues will not be sufficient to
sustain our operations for the foreseeable future. Our profitability will
require the successful commercialization of our Hemopurifier(R) technology. No
assurances can be given when or if this will occur or that we will ever generate
revenues or be profitable.
2
WE HAVE RECEIVED AN OPINION FROM OUR AUDITORS REGARDING OUR ABILITY TO
CONTINUE AS A GOING CONCERN
Our independent auditors noted in their report accompanying our
financial statements for our fiscal year ended March 31, 2006 that we had a
significant deficit accumulated during the development stage, had a working
capital deficit and that a significant amount of additional capital will be
necessary to advance the development of our products to the point at which we
may become commercially viable and stated that those conditions raised
substantial doubt about our ability to continue as a going concern. Note 1 to
our financial statements addressed management's plans to address these matters.
We cannot assure you that our business plans will be successful in addressing
these issues. This opinion about our ability to continue as a going concern
could affect our ability to obtain additional financing at favorable terms, if
at all, as such an opinion may cause investors to lose faith in our long term
prospects. If we cannot successfully continue as a going concern, our
shareholders may lose their entire investment in our common shares.
WE WILL REQUIRE ADDITIONAL FINANCING TO SUSTAIN OUR OPERATIONS AND
WITHOUT IT WE WILL NOT BE ABLE TO CONTINUE OPERATIONS; OUR AGREEMENT WITH FUSION
CAPITAL MAY NOT PROVIDE SUFFICIENT OPERATING CAPTIAL FOR US.
At March 31, 2006 and December 31, 2006, we had a working capital
deficit of $1,920,663 and $2,867,894, respectively. The independent auditors'
report for the year ended March 31, 2006, includes an explanatory paragraph
stating that our recurring losses from operations and working capital deficiency
raise substantial doubt about our ability to continue as a going concern. We had
a net operating cash flow deficit of $1,284,359 for the nine months ended
December 31, 2006, a net operating cash flow deficit of $1,584,281 for the year
ended March 31, 2006 and a net operating cash flow deficit
of $1,559,366 for the year ended March 31, 2005. Although we have entered into
the common stock purchase agreement with Fusion Capital we will may not have
sufficient financial resources to fund our operations or those of our
subsidiaries. Therefore, we may need additional funds to continue these
operations. If we are unable to obtain such funds on terms acceptable to us, we
may be unable to continue our operations.
We only have the right to receive $32,000 every two business days under
the agreement with Fusion Capital unless our stock price equals or exceeds
$0.30, in which case we can sell greater amounts to Fusion Capital as the price
of our common stock increases. Fusion Capital shall not have the right nor the
obligation to purchase any shares of our common stock on any business day that
the market price of our common stock is less than $0.25. Since we are
registering 6,000,000 shares that we may sell to Fusion Capital pursuant to this
prospectus not including the commitment shares or the 1,333,333 shares already
purchased by Fusion Capital, the selling price of our common stock to Fusion
Capital will have to average at least approximately $1.33 per share for us to
receive the remaining proceeds of $8,000,000. Assuming a purchase price of $0.75
per share (the closing sale price of the common stock on March 27, 2007) and the
purchase by Fusion Capital of the full 7,333,333 shares under the common stock
purchase agreement, proceeds to us would only be $4,900,000 which includes the
initial purchase of 1,333,333 shares for $400,000.
The extent to which we rely on Fusion Capital as a source of funding
will depend on a number of factors including, the prevailing market price of our
common stock and the extent to which we are able to secure working capital from
other sources, such as through the sale of our products. Specifically, Fusion
Capital shall not have the right nor the obligation to purchase any shares of
our common stock on any business days that the market price of our common stock
is less than $0.25. If obtaining sufficient financing from Fusion Capital were
to prove unavailable or prohibitively dilutive and if we are unable to generate
cash from the sale of enough of our products, we will need to secure another
source of funding in order to satisfy our working capital needs. Even if we are
able to access the full $8,4000,000 under the common stock purchase agreement
with Fusion Capital, we may still need additional capital to fully implement our
business, operating and development plans. Should the financing we require to
sustain our working capital needs be unavailable to us on reasonable terms when
we require it, the consequences could be a material adverse effect on our
business, operating results, financial condition and prospects.
WE MAY FAIL TO OBTAIN GOVERNMENT CONTRACTS TO DEVELOP OUR
HEMOPURIFIER(R) TECHNOLOGY FOR BIODEFENSE APPLICATIONS.
The U.S. Government has undertaken commitments to help secure improved
countermeasures against bioterrorism. To date, we have been unsuccessful in
obtaining grant income. As a result, future attempts to obtain grant income from
the Federal Government will be sought through direct communication to government
health and military agencies, and may include unsolicited proposals to provide
the Hemopurifier(R) as a treatment countermeasure.
3
At present, the Hemopurifier(R) has not been approved for use by any
U.S. Government agency, nor have we received any contracts to purchase the
Hemopurifier(R). Since inception, we have not generated revenues from the sale
of any product based on our Hemopurifier(R) technology platform. The process of
obtaining government contracts is lengthy with the uncertainty that we will be
successful in obtaining announced grants or contracts for therapeutics as a
medical device technology. Accordingly, we cannot be certain that we will be
awarded any U.S. Government grants or contracts utilizing our Hemopurifier(R)
platform technology.
IF THE U.S. GOVERNMENT FAILS TO PURCHASE SUFFICIENT QUANTITIES OF ANY
FUTURE BIODEFENSE CANDIDATE UTILIZING OUR HEMOPURIFIER(R) PLATFORM TECHNOLOGY,
WE MAY BE UNABLE TO GENERATE SUFFICIENT REVENUES TO CONTINUE OPERATIONS.
We cannot be certain of the timing or availability of any future
funding from the U.S. Government, and substantial delays or cancellations of
funding could result from protests or challenges from third parties once such
funding is obtained. If we develop products utilizing our Hemopurifier(R)
platform technology that are approved by the U.S. Food and Drug Administration
(the "FDA"), but the U.S. Government does not place sufficient orders for these
products, our future business will be harmed.
U.S. GOVERNMENT AGENCIES HAVE SPECIAL CONTRACTING REQUIREMENTS, WHICH
CREATE ADDITIONAL RISKS.
Our business plan to provide biodefense product candidates may involve
contracts with the U.S. Government. U.S. Government contracts typically contain
unfavorable termination provisions and are subject to audit and modification by
the government at its sole discretion, which subjects us to additional risks.
These risks include the ability of the U.S. Government to unilaterally:
o suspend or prevent us for a period of time from receiving new
contracts or extending existing contracts based on violations
or suspected violations of laws or regulations;
o audit and object to our contract-related costs and fees,
including allocated indirect costs;
o control and potentially prohibit the export of our products;
and
o change certain terms and conditions in our contracts.
If we were to become a U.S. Government contractor, we would be required
to comply with applicable laws, regulations and standards relating to our
accounting practices and would be subject to periodic audits and reviews. As
part of any such audit or review, the U.S. Government may review the adequacy
of, and our compliance with, our internal control systems and policies,
including those relating to our purchasing, property, estimating, compensation
and management information systems. Based on the results of its audits, the U.S.
Government may adjust our contract-related costs and fees, including allocated
indirect costs. In addition, if an audit or review uncovers any improper or
illegal activity, we would possibly be subject to civil and criminal penalties
and administrative sanctions, including termination of our contracts, forfeiture
of profits, suspension of payments, fines and suspension or prohibition from
doing business with the U.S. Government. We could also suffer serious harm to
our reputation if allegations of impropriety were made against us. Although
adjustments arising from government audits and reviews have not seriously harmed
our business in the past, future audits and reviews could cause adverse effects.
In addition, under U.S. Government purchasing regulations, some of our costs,
including most financing costs, amortization of intangible assets, portions of
our research and development costs, and some marketing expenses, would possibly
not be reimbursable or allowed under such contracts. Further, as a U.S.
Government contractor, we would be subject to an increased risk of
investigations, criminal prosecution, civil fraud, whistleblower lawsuits and
other legal actions and liabilities to which purely private sector companies are
not.
WE WILL FACE INTENSE COMPETITION FROM COMPANIES THAT HAVE GREATER
FINANCIAL, PERSONNEL AND RESEARCH AND DEVELOPMENT RESOURCES THAN OURS. THESE
COMPETITIVE FORCES MAY IMPACT OUR PROJECTED GROWTH AND ABILITY TO GENERATE
REVENUES AND PROFITS, WHICH WOULD HAVE A NEGATIVE IMPACT ON OUR BUSINESS AND THE
VALUE OF YOUR INVESTMENT.
Our competitors are developing vaccine candidates, which could compete
with the Hemopurifier(R) medical device candidates we are developing. Our
commercial opportunities will be reduced or eliminated if our competitors
develop and market products for any of the diseases we target that:
4
o are more effective;
o have fewer or less severe adverse side effects;
o are better tolerated;
o are more adaptable to various modes of dosing;
o are easier to administer; or
o are less expensive than the products or product candidates we
are developing.
Even if we are successful in developing effective Hemopurifier(R)
products, and obtain FDA and other regulatory approvals necessary for
commercializing them, our products may not compete effectively with other
successful products. Researchers are continually learning more about diseases,
which may lead to new technologies for treatment. Our competitors may succeed in
developing and marketing products that are either more effective than those that
we may develop, alone or with our collaborators, or that are marketed before any
products we develop are marketed.
The Congress' passage of the Project BioShield Bill, a comprehensive
effort to develop and make available modern, effective drugs and vaccines to
protect against attack by biological and chemical weapons or other dangerous
pathogens, may encourage competitors to develop their own product candidates. We
cannot predict the decisions that will be made in the future by the various
government agencies as a result of such legislation.
Our competitors include fully integrated pharmaceutical companies and
biotechnology companies as well as universities and public and private research
institutions. Many of the organizations competing with us, have substantially
greater capital resources, larger research and development staffs and
facilities, greater experience in product development and in obtaining
regulatory approvals, and greater marketing capabilities than we do.
The market for medical devices is intensely competitive. Many of our
potential competitors have longer operating histories, greater name recognition,
more employees, and significantly greater financial, technical, marketing,
public relations, and distribution resources than we have. This intense
competitive environment may require us to make changes in our products, pricing,
licensing, services or marketing to develop, maintain and extend our current
technology. Price concessions or the emergence of other pricing or distribution
strategies of competitors may diminish our revenues (if any), adversely impact
our margins or lead to a reduction in our market share (if any), any of which
may harm our business.
WE HAVE LIMITED MANUFACTURING EXPERIENCE.
To achieve the levels of production necessary to commercialize our
Hemopurifier(R) products, we will need secure manufacturing agreements with
contract manufacturers which comply with good manufacturing practices standards
and other standards prescribed by various federal, state and local regulatory
agencies in the U.S. and any other country of use.
We have limited experience manufacturing products for testing purposes
and no experience manufacturing products for large scale commercial purposes. We
will likely outsource the manufacture of our Hemopurifier(R) products to third
parties operating FDA-certified facilities. To date, we have manufactured
devices on a small scale for testing purposes. There can be no assurance that
manufacturing and control problems will not arise as we attempt to commercialize
our products or that such manufacturing can be completed in a timely manner or
at a commercially reasonable cost. Any failure to address such problems could
delay or prevent commercialization of our products and would have a material
adverse effect on us.
OUR HEMOPURIFIER(R) TECHNOLOGY MAY BECOME OBSOLETE.
Our Hemopurifier(R) products may be made unmarketable by new scientific
or technological developments where new treatment modalities are introduced that
are more efficacious and/or more economical than our Hemopurifier(R) products.
The Homeland Security industry is growing rapidly with many competitors trying
to develop products or vaccines to protect against infectious disease. Any one
of our competitors could develop a more effective product which would render our
technology obsolete.
OUR USE OF HAZARDOUS MATERIALS, CHEMICALS AND VIRUSES REQUIRE US TO
COMPLY WITH REGULATORY REQUIREMENTS AND EXPOSES US TO POTENTIAL LIABILITIES.
5
Our research and development involves the controlled use of hazardous
materials, chemicals and viruses. The primary hazardous materials include
chemicals needed to construct the Hemopurifier(R) cartridges and the infected
plasma samples used in preclinical testing of the Hemopurifier(R). All other
chemicals are fully inventoried and reported to the appropriate authorities,
such as the fire department, who inspect the facility on a regular basis. We are
subject to federal, state, local and foreign laws governing the use,
manufacture, storage, handling and disposal of such materials. Although we
believe that our safety procedures for the use, manufacture, storage, handling
and disposal of such materials comply with the standards prescribed by federal,
state, local and foreign regulations, we cannot completely eliminate the risk of
accidental contamination or injury from these materials. We have had no
incidents or problems involving hazardous chemicals or biological samples. In
the event of such an accident, we could be held liable for significant damages
or fines. We currently carry a limited amount of insurance to protect us from
these damages. In addition, we may be required to incur significant costs to
comply with regulatory requirements in the future.
WE ARE DEPENDENT FOR OUR SUCCESS ON A FEW KEY EXECUTIVE OFFICERS. OUR
INABILITY TO RETAIN THOSE OFFICERS WOULD IMPEDE OUR BUSINESS PLAN AND GROWTH
STRATEGIES, WHICH WOULD HAVE A NEGATIVE IMPACT ON OUR BUSINESS AND THE VALUE OF
YOUR INVESTMENT.
Our success depends to a critical extent on the continued services of
our Chief Executive Officer, James A. Joyce and our Chief Science Officer,
Richard H. Tullis. Were we to lose one or more of these key executive officers,
we would be forced to expend significant time and money in the pursuit of a
replacement, which would result in both a delay in the implementation of our
business plan and the diversion of limited working capital. The loss of Dr.
Tullis would harm the clinical development of our products due to his unique
experience with the Hemopurifier(R) technology. The loss of Dr. Tullis and/or
Mr. Joyce would be detrimental to our growth as they possess unique knowledge of
our business model and infectious disease which would be difficult to replace
within the biotechnology field. We can give you no assurance that we can find
satisfactory replacements for these key executive officers at all, or on terms
that are not unduly expensive or burdensome to our company. Although Mr. Joyce
and Mr. Tullis have signed employment agreements providing for their continued
service to our company, these agreements will not preclude them from leaving our
company. We do not currently carry key man life insurance policies on any of our
key executive officers which would assist us in recouping our costs in the event
of the loss of those officers.
OUR INABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL COULD IMPEDE
OUR ABILITY TO GENERATE REVENUES AND PROFITS AND TO OTHERWISE IMPLEMENT OUR
BUSINESS PLAN AND GROWTH STRATEGIES, WHICH WOULD HAVE A NEGATIVE IMPACT ON OUR
BUSINESS AND COULD ADVERSELY AFFECT THE VALUE OF YOUR INVESTMENT.
We currently have an extremely small staff comprised of six full time
employees consisting of our Chief Executive Officer, our President, our Chief
Science Officer, our Chief Financial Officer, a research scientist, a research
associate and other personnel employed on a contract basis. Although we believe
that these employees, together with the consultants currently engaged by our
company, will be able to handle most of our additional administrative, research
and development and business development in the near term, we will nevertheless
be required over the longer-term to hire highly skilled managerial, scientific
and administrative personnel to fully implement our business plan and growth
strategies. Due to the specialized scientific nature of our business, we are
highly dependent upon our ability to attract and retain qualified scientific,
technical and managerial personal. Competition for these individuals, especially
in San Diego where many biotechnology companies are located, is intense and we
may not be able to attract, assimilate or retain additional highly qualified
personnel in the future. We cannot assure you that we will be able to engage the
services of such qualified personnel at competitive prices or at all,
particularly given the risks of employment attributable to our limited financial
resources and lack of an established track record.
WE PLAN TO GROW RAPIDLY, WHICH WILL PLACE STRAINS ON OUR MANAGEMENT
TEAM AND OTHER COMPANY RESOURCES TO BOTH IMPLEMENT MORE SOPHISTICATED
MANAGERIAL, OPERATIONAL AND FINANCIAL SYSTEMS, PROCEDURES AND CONTROLS AND TO
TRAIN AND MANAGE THE PERSONNEL NECESSARY TO IMPLEMENT THOSE FUNCTIONS. OUR
INABILITY TO MANAGE OUR GROWTH COULD IMPEDE OUR ABILITY TO GENERATE REVENUES AND
PROFITS AND TO OTHERWISE IMPLEMENT OUR BUSINESS PLAN AND GROWTH STRATEGIES,
WHICH WOULD HAVE A NEGATIVE IMPACT ON OUR BUSINESS AND THE VALUE OF YOUR
INVESTMENT.
6
We will need to significantly expand our operations to implement our
longer-term business plan and growth strategies. We will also be required to
manage multiple relationships with various strategic partners, technology
licensors, customers, manufacturers and suppliers, consultants and other third
parties. This expansion and these expanded relationships will require us to
significantly improve or replace our existing managerial, operational and
financial systems, procedures and controls; to improve the coordination between
our various corporate functions; and to manage, train, motivate and maintain a
growing employee base. The time and costs to effectuate these steps may place a
significant strain on our management personnel, systems and resources,
particularly given the limited amount of financial resources and skilled
employees that may be available at the time. We cannot assure you that we will
institute, in a timely manner or at all, the improvements to our managerial,
operational and financial systems, procedures and controls necessary to support
our anticipated increased levels of operations and to coordinate our various
corporate functions, or that we will be able to properly manage, train, motivate
and retain our anticipated increased employee base.
WE MAY HAVE DIFFICULTY IN ATTRACTING AND RETAINING MANAGEMENT AND
OUTSIDE INDEPENDENT MEMBERS TO OUR BOARD OF DIRECTORS AS A RESULT OF THEIR
CONCERNS RELATING TO THEIR INCREASED PERSONAL EXPOSURE TO LAWSUITS AND
SHAREHOLDER CLAIMS BY VIRTUE OF HOLDING THESE POSITIONS IN A PUBLICLY-HELD
COMPANY.
The directors and management of publicly traded corporations are
increasingly concerned with the extent of their personal exposure to lawsuits
and shareholder claims, as well as governmental and creditor claims which may be
made against them, particularly in view of recent changes in securities laws
imposing additional duties, obligations and liabilities on management and
directors. Due to these perceived risks, directors and management are also
becoming increasingly concerned with the availability of directors and officers
liability insurance to pay on a timely basis the costs incurred in defending
such claims. We currently do carry limited directors and officers liability
insurance. Directors and officers liability insurance has recently become much
more expensive and difficult to obtain. If we are unable to continue or provide
directors and officers liability insurance at affordable rates or at all, it may
become increasingly more difficult to attract and retain qualified outside
directors to serve on our board of directors. We may lose potential independent
board members and management candidates to other companies in the biotechnology
field that have greater directors and officers liability insurance to insure
them from liability or to biotechnology companies that have revenues or have
received greater funding to date which can offer greater compensation packages.
The fees of directors are also rising in response to their increased duties,
obligations and liabilities as well as increased exposure to such risks. As a
company with a limited operating history and limited resources, we will have a
more difficult time attracting and retaining management and outside independent
directors than a more established company due to these enhanced duties,
obligations and liabilities.
OUR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, INCLUDING
OUR U.S. AND INTERNATIONAL PATENTS COULD NEGATIVELY IMPACT OUR PROJECTED GROWTH
AND ABILITY TO GENERATE REVENUES AND PROFITS, WHICH WOULD HAVE A NEGATIVE IMPACT
ON OUR BUSINESS AND THE VALUE OF YOUR INVESTMENT.
We rely on a combination of patents, patents pending, copyrights,
trademark and trade secret laws, proprietary rights agreements and
non-disclosure agreements to protect our intellectual properties. We cannot give
you any assurance that these measures will prove to be effective in protecting
our intellectual properties.
In the case of patents, we cannot give you any assurance that our
existing patents will not be invalidated, that any patents that we currently or
prospectively apply for will be granted, or that any of these patents will
ultimately provide significant commercial benefits. Further, competing companies
may circumvent any patents that we may hold by developing products which closely
emulate but do not infringe our patents. While we intend to seek patent
protection for our products in selected foreign countries, those patents may not
receive the same degree of protection as they would in the United States. We can
give you no assurance that we will be able to successfully defend our patents
and proprietary rights in any action we may file for patent infringement.
Similarly, we cannot give you any assurance that we will not be required to
defend against litigation involving the patents or proprietary rights of others,
or that we will be able to obtain licenses for these rights. Legal and
accounting costs relating to prosecuting or defending patent infringement
litigation may be substantial. We believe that certain patent applications filed
and/or other patents issued more recently will help to protect the proprietary
nature of the Hemopurifier(R) treatment technology.
7
The Hemopurifier(R) is protected by four issued patents, three of which
we own and one in which we own an exclusive license. Three additional patent
applications deal with treatments for virus infection and cancer treatment, one
of which we own and two of which we own exclusive licenses.
We also rely on proprietary designs, technologies, processes and
know-how not eligible for patent protection. We cannot give you any assurance
that our competitors will not independently develop the same or superior
designs, technologies, processes and know-how.
While we have and will continue to enter into proprietary rights
agreements with our employees and third parties giving us proprietary rights to
certain technology developed by those employees or parties while engaged by our
company, we can give you no assurance that courts of competent jurisdiction will
enforce those agreements.
IF WE FAIL TO COMPLY WITH EXTENSIVE REGULATIONS OF DOMESTIC AND FOREIGN
REGULATORY AUTHORITIES, THE COMMERCIALIZATION OF OUR PRODUCT CANDIDATES COULD BE
PREVENTED OR DELAYED.
Our pathogen filtration devices, or Hemopurifier(R) products, are
subject to extensive government regulations related to development, testing,
manufacturing and commercialization in the U.S. and other countries. The
determination of when and whether a product is ready for large scale purchase
and potential use will be made by the U.S. government through consultation with
a number of governmental agencies, including the FDA, the National Institutes of
Health, the Centers for Disease Control and Prevention and the Department of
Homeland Security. Our product candidates are in the pre-clinical and clinical
stages of development and have not received required regulatory approval from
the FDA to be commercially marketed and sold. The process of obtaining and
complying with FDA and other governmental regulatory approvals and regulations
is costly, time consuming, uncertain and subject to unanticipated delays. Such
regulatory approval (if any) and product development requires several years.
Despite the time and expense exerted, regulatory approval is never guaranteed.
We also are subject to the following risks and obligations, among others.
o The FDA may refuse to approve an application if they believe
that applicable regulatory criteria are not satisfied.
o The FDA may require additional testing for safety and
effectiveness.
o The FDA may interpret data from pre-clinical testing and
clinical trials in different ways than we interpret them.
o If regulatory approval of a product is granted, the approval
may be limited to specific indications or limited with respect
to its distribution.
o The FDA may change their approval policies and/or adopt new
regulations.
Failure to comply with these or other regulatory requirements of the
FDA may subject us to administrative or judicially imposed sanctions, including:
o warning letters;
o civil penalties;
o criminal penalties;
o injunctions;
o product seizure or detention;
o product recalls; and
o total or partial suspension of productions.
DELAYS IN SUCCESSFULLY COMPLETING OUR CLINICAL TRIALS COULD JEOPARDIZE
OUR ABILITY TO OBTAIN REGULATORY APPROVAL OR MARKET OUR HEMOPURIFIER(R) PRODUCT
CANDIDATES ON A TIMELY BASIS.
8
Our business prospects will depend on our ability to complete clinical
trials, obtain satisfactory results, obtain required regulatory approvals and
successfully commercialize our Hemopurifier(R) product candidates. Completion of
our clinical trials, announcement of results of the trials and our ability to
obtain regulatory approvals could be delayed for a variety of reasons,
including:
o serious adverse events related to our medical device
candidates;
o unsatisfactory results of any clinical trial;
o the failure of our principal third-party investigators to
perform our clinical trials on our anticipated schedules;
and/or
o different interpretations of our pre-clinical and clinical
data, which could initially lead to inconclusive results.
Our development costs will increase if we have material delays in any
clinical trial or if we need to perform more or larger clinical trials than
planned. If the delays are significant, or if any of our Hemopurifier(R) product
candidates do not prove to be safe or effective or do not receive required
regulatory approvals, our financial results and the commercial prospects for our
product candidates will be harmed. Furthermore, our inability to complete our
clinical trials in a timely manner could jeopardize our ability to obtain
regulatory approval.
THE INDEPENDENT CLINICAL INVESTIGATORS THAT WE RELY UPON TO CONDUCT OUR
CLINICAL TRIALS MAY NOT BE DILIGENT, CAREFUL OR TIMELY, AND MAY MAKE MISTAKES,
IN THE CONDUCT OF OUR CLINICAL TRIALS.
We depend on independent clinical investigators to conduct our clinical
trials. The investigators are not our employees, and we cannot control the
amount or timing of resources that they devote to our product development
programs. If independent investigators fail to devote sufficient time and
resources to our product development programs, or if their performance is
substandard, it may delay FDA approval of our medical device candidates. These
independent investigators may also have relationships with other commercial
entities, some of which may compete with us. If these independent investigators
assist our competitors at our expense, it could harm our competitive position.
THE APPROVAL REQUIREMENTS FOR MEDICAL PRODUCTS USED TO FIGHT
BIOTERRORISM ARE STILL EVOLVING, AND WE CANNOT BE CERTAIN THAT ANY PRODUCTS WE
DEVELOP, IF EFFECTIVE, WOULD MEET THESE REQUIREMENTS.
We are developing product candidates based upon current governmental
policies regulating these medical countermeasure treatments. For instance, we
intend to pursue FDA approval of our proprietary pathogen filtration devices to
treat infectious agents under requirements published by the FDA that allow the
FDA to approve certain medical devices used to reduce or prevent the toxicity of
chemical, biological, radiological or nuclear substances based on human clinical
data to demonstrate safety and immune response, and evidence of effectiveness
derived from appropriate animal studies and any additional supporting data. Our
business is subject to substantial risk because these policies may change
suddenly and unpredictably and in ways that could impair our ability to obtain
regulatory approval of these products, and we cannot guarantee that the FDA will
approve our proprietary pathogen filtration devices.
OUR PRODUCT DEVELOPMENT EFFORTS MAY NOT YIELD MARKETABLE PRODUCTS DUE
TO RESULTS OF STUDIES OR TRIALS, FAILURE TO ACHIEVE REGULATORY APPROVALS OR
MARKET ACCEPTANCE, PROPRIETARY RIGHTS OF OTHERS OR MANUFACTURING ISSUES.
Our success depends on our ability to successfully develop and obtain
regulatory approval to market new filtration devices. We expect that a
significant portion of the research that we will conduct will involve new and
unproven technologies. Development of a product requires substantial technical,
financial and human resources even if the product is not successfully completed.
9
Our previously planned products have not become marketable products due
in part to our transition in 2001 from a focus on utilizing our Hemopurifier(R)
technology on treating harmful metals to treating infectious diseases prior to
our having completed the FDA approval process. Our transition was made in order
to focus on larger markets with an urgent need for new treatment and to take
advantage of the greater sense of urgency surrounding acute and chronic
infectious diseases. Prior to initiating the development of infectious disease
Hemopurifiers(R), we successfully completed an FDA approved Phase I human safety
trial of a Hemopurifier(R) to treat aluminum and iron intoxication. Since
changing the focus to infectious disease research, we have not initiated an FDA
approved human clinical trial as the development of the technology is still
continuing and will require both significant capital and scientific resources.
Our pending products face similar challenges of obtaining successful clinical
trials in route to gaining FDA approval prior to commercialization.
Additionally, our limited financial resources hinder the speed of our product
development due to personnel constraints.
Our potential products may appear to be promising at various stages of
development yet fail to reach the market for a number of reasons, including the:
o lack of adequate quality or sufficient prevention benefit, or
unacceptable safety during pre-clinical studies or clinical
trials;
o failure to receive necessary regulatory approvals;
o existence of proprietary rights of third parties; and/or
o inability to develop manufacturing methods that are efficient,
cost-effective and capable of meeting stringent regulatory
standards.
THE PATENTS WE OWN COMPRISE A MAJORITY OF OUR ASSETS WHICH COULD LIMIT
OUR FINANCIAL VIABILITY.
The Hemopurifier(R) is protected by four issued patents, three of which
we own and one which we have an exclusive license. Our exclusive license expires
March 2020 and is subject to termination if the inventors have not received a
minimum of $15,000 in any year during the term beginning in the second year
after the Food & Drug Administration approves the Hemopurifier(R). These patents
comprise a majority of our assets. At December 31, 2006, our intellectual
property assets comprised 84.40% of our non-current assets, and 61.36% of all
assets. If our existing patents are invalidated or if they fail to provide
significant commercial benefits, it will severely hurt our financial condition
as a majority of our assets would lose their value. Further, since the financial
value of our patents is written down for accounting purposes over the course of
their term until they expire, our assets comprised of patents will continually
be written down until they lose value altogether.
LEGISLATIVE ACTIONS AND POTENTIAL NEW ACCOUNTING PRONOUNCEMENTS ARE
LIKELY TO IMPACT OUR FUTURE FINANCIAL POSITION AND RESULTS OF OPERATIONS.
There have been regulatory changes, including the Sarbanes-Oxley Act of
2002, and there may potentially be new accounting pronouncements or additional
regulatory rulings which will have an impact on our future financial position
and results of operations. The Sarbanes-Oxley Act of 2002 and other rule changes
as well as proposed legislative initiatives following the Enron bankruptcy have
increased our general and administrative costs as we have incurred increased
legal and accounting fees to comply with such rule changes. Further, proposed
initiatives are expected to result in changes in certain accounting rules,
including legislative and other proposals to account for employee stock options
as a compensation expense. These and other potential changes could materially
increase the expenses we report under accounting principles generally accepted
in the United States of America, and adversely affect our operating results.
OUR PRODUCTS MAY BE SUBJECT TO RECALL OR PRODUCT LIABILITY CLAIMS.
Our Hemopurifier(R) products may be used in connection with medical
procedures in which it is important that those products function with precision
and accuracy. If our products do not function as designed, or are designed
improperly, we may be forced by regulatory agencies to withdraw such products
from the market. In addition, if medical personnel or their patients suffer
injury as a result of any failure of our products to function as designed, or
our products are designed inappropriately, we may be subject to lawsuits seeking
significant compensatory and punitive damages. The risk of product liability
claims, product recalls and associated adverse publicity is inherent in the
10
testing, manufacturing, marketing and sale of medical products. We do not have
general clinical trial liability insurance coverage. There can be no assurance
that future insurance coverage will to be adequate or available. We may not be
able to secure product liability insurance coverage on acceptable terms or at
reasonable costs when needed. Any product recall or lawsuit seeking significant
monetary damages may have a material affect on our business and financial
condition. Any liability for mandatory damages could exceed the amount of our
coverage. Moreover, a product recall could generate substantial negative
publicity about our products and business and inhibit or prevent
commercialization of other future product candidates.
POLITICAL OR SOCIAL FACTORS MAY DELAY OR IMPAIR OUR ABILITY TO MARKET
OUR PRODUCTS.
Products developed to treat diseases caused by or to combat the threat
of bioterrorism will be subject to changing political and social environments.
The political and social responses to bioterrorism have been highly charged and
unpredictable. Political or social pressures may delay or cause resistance to
bringing our products to market or limit pricing of our products, which would
harm our business. Bioterrorism has become the focus of political debates both
in terms of how to approach bioterrorism and the amount of funding the
government should provide for any programs involving homeland protection.
Government funding for products on bioterrorism could be reduced which would
hinder our ability to obtain governmental grants.
RISKS RELATING TO AN INVESTMENT IN OUR SECURITIES
TO DATE, WE HAVE NOT PAID ANY CASH DIVIDENDS AND NO CASH DIVIDENDS WILL
BE PAID IN THE FORESEEABLE FUTURE.
We do not anticipate paying cash dividends on our common shares in the
foreseeable future, and we cannot assure an investor that funds will be legally
available to pay dividends, or that even if the funds are legally available,
that the dividends will be paid.
THE APPLICATION OF THE "PENNY STOCK" RULES COULD ADVERSELY AFFECT THE
MARKET PRICE OF OUR COMMON SHARES AND INCREASE YOUR TRANSACTION COSTS TO SELL
THOSE SHARES.
As long as the trading price of our common shares is below $5 per
share, the open-market trading of our common shares will be subject to the
"penny stock" rules. The "penny stock" rules impose additional sales practice
requirements on broker-dealers who sell securities to persons other than
established customers and accredited investors (generally those with assets in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with their spouse). For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of securities and
have received the purchaser's written consent to the transaction before the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the broker-dealer must deliver, before the transaction, a disclosure
schedule prescribed by the SEC relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. These additional burdens
imposed on broker-dealers may restrict the ability or decrease the willingness
of broker-dealers to sell our common shares, and may result in decreased
liquidity for our common shares and increased transaction costs for sales and
purchases of our common shares as compared to other securities.
THE SALE OF OUR COMMON STOCK TO FUSION CAPITAL MAY CAUSE DILUTION AND
THE SALE OF THE SHARES OF COMMON STOCK ACQUIRED BY FUSION CAPITAL COULD CAUSE
THE PRICE OF OUR COMMON STOCK TO DECLINE.
In connection with entering into the common stock purchase agreement,
we authorized the issuance to Fusion Capital of up to 8,383,333 shares of our
common stock, including 2,383,333 shares which have already been issued. The
number of shares ultimately offered for sale by Fusion Capital under this
prospectus is dependent upon the number of shares purchased by Fusion Capital
under the agreement. The purchase price for the common stock to be sold to
Fusion Capital pursuant to the common stock purchase agreement will fluctuate
based on the price of our common stock. All 8,383,333 shares registered in this
offering are
11
expected to be freely tradable. It is anticipated that shares registered in this
offering will be sold over a period of up to 25 months from the date of this
prospectus. Depending upon market liquidity at the time, a sale of shares under
this offering at any given time could cause the trading price of our common
stock to decline. Fusion Capital may ultimately purchase all, some or none of
the remaining 6,000,000 shares of common stock not yet issued but registered in
this offering. After it has acquired such shares, it may sell all, some or none
of such shares. Therefore, sales to Fusion Capital by us under the agreement may
result in substantial dilution to the interests of other holders of our common
stock. The sale of a substantial number of shares of our common stock under this
offering, or anticipation of such sales, could make it more difficult for us to
sell equity or equity-related securities in the future at a time and at a price
that we might otherwise wish to effect sales. However, we have the right to
control the timing and amount of any sales of our shares to Fusion Capital and
the agreement may be terminated by us at any time at our discretion without any
cost to us.
OUR COMMON SHARES ARE THINLY TRADED, SO YOU MAY BE UNABLE TO SELL AT OR
NEAR ASK PRICES OR AT ALL IF YOU NEED TO SELL YOUR SHARES TO RAISE MONEY OR
OTHERWISE DESIRE TO LIQUIDATE YOUR SHARES.
Our common shares have historically been sporadically or
"thinly-traded" on the OTCBB, meaning that the number of persons interested in
purchasing our common shares at or near ask prices at any given time may be
relatively small or non-existent. As of March 30, 2007, our average trading
volume per day for the past three months was approximately 211,049 shares a day
with a high of 1,006,000 shares traded and a low of 33,200 shares traded. This
situation is attributable to a number of factors, including the fact that we are
a small company which is relatively unknown to stock analysts, stock brokers,
institutional investors and others in the investment community that generate or
influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-averse and would be reluctant to follow an
unproven company such as ours or purchase or recommend the purchase of our
shares until such time as we became more seasoned and viable. As a consequence,
there may be periods of several days or more when trading activity in our shares
is minimal or non-existent, as compared to a seasoned issuer which has a large
and steady volume of trading activity that will generally support continuous
sales without an adverse effect on share price. We cannot give you any assurance
that a broader or more active public trading market for our common shares will
develop or be sustained, or that current trading levels will be sustained.
THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN
OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY-TRADED PUBLIC
FLOAT, LIMITED OPERATING HISTORY AND LACK OF REVENUE WHICH COULD LEAD TO WIDE
FLUCTUATIONS IN OUR SHARE PRICE. THE PRICE AT WHICH YOU PURCHASE OUR COMMON
SHARES MAY NOT BE INDICATIVE OF THE PRICE THAT WILL PREVAIL IN THE TRADING
MARKET. YOU MAY BE UNABLE TO SELL YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE
PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.
The market for our common shares is characterized by significant price
volatility when compared to seasoned issuers, and we expect that our share price
will continue to be more volatile than a seasoned issuer for the indefinite
future. In fact, during the 52-week period ended March 27, 2007, the high and
low sale prices of a share of our common stock were $0.90 and $0.19,
respectively. The volatility in our share price is attributable to a number of
factors. First, as noted above, our common shares are sporadically and/or thinly
traded. As a consequence of this lack of liquidity, the trading of relatively
small quantities of shares by our shareholders may disproportionately influence
the price of those shares in either direction. The price for our shares could,
for example, decline precipitously in the event that a large number of our
common shares are sold on the market without commensurate demand, as compared to
a seasoned issuer which could better absorb those sales without adverse impact
on its share price. Secondly, we are a speculative or "risky" investment due to
our limited operating history and lack of revenue or profit to date, and the
uncertainty of future market acceptance for our potential products. As a
consequence of this enhanced risk, more risk-adverse investors may, under the
fear of losing all or most of their investment in the event of negative news or
lack of progress, be more inclined to sell their shares on the market more
quickly and at greater discounts than would be the case with the stock of a
seasoned issuer. The following factors may add to the volatility in the price of
our common shares: actual or anticipated variations in our quarterly or annual
operating results; acceptance of our proprietary technology as a viable method
of augmenting the immune response of clearing viruses and toxins from human
blood; government regulations, announcements of significant acquisitions,
12
strategic partnerships or joint ventures; our capital commitments and additions
or departures of our key personnel. Many of these factors are beyond our control
and may decrease the market price of our common shares regardless of our
operating performance. We cannot make any predictions or projections as to what
the prevailing market price for our common shares will be at any time, including
as to whether our common shares will sustain their current market prices, or as
to what effect that the sale of shares or the availability of common shares for
sale at any time will have on the prevailing market price.
Shareholders should be aware that, according to SEC Release No.
34-29093, the market for penny stocks has suffered in recent years from patterns
of fraud and abuse. Such patterns include (1) control of the market for the
security by one or a few broker-dealers that are often related to the promoter
or issuer; (2) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (3) boiler room practices
involving high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (4) excessive and undisclosed bid-ask differential
and markups by selling broker-dealers; and (5) the wholesale dumping of the same
securities by promoters and broker-dealers after prices have been manipulated to
a desired level, along with the resulting inevitable collapse of those prices
and with consequent investor losses. Our management is aware of the abuses that
have occurred historically in the penny stock market. Although we do not expect
to be in a position to dictate the behavior of the market or of broker-dealers
who participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to our securities. The occurrence of these patterns or practices
could increase the volatility of our share price.
VOLATILITY IN OUR COMMON SHARE PRICE MAY SUBJECT US TO SECURITIES
LITIGATION.
The market for our common shares is characterized by significant price
volatility when compared to seasoned issuers, and we expect that our share price
will continue to be more volatile than a seasoned issuer for the indefinite
future. In the past, plaintiffs have often initiated securities class action
litigation against a company following periods of volatility in the market price
of its securities. We may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management's attention and resources.
OUR OFFICERS AND DIRECTORS BENEFICIALLY OWN OR CONTROL APPROXIMATELY
23.59% OF OUR OUTSTANDING COMMON SHARES AS OF March 27, 2007, WHICH MAY LIMIT
THE ABILITY OF YOURSELF OR OTHER SHAREHOLDERS, WHETHER ACTING INDIVIDUALLY OR
TOGETHER, TO PROPOSE OR DIRECT THE MANAGEMENT OR OVERALL DIRECTION OF OUR
COMPANY. ADDITIONALLY, THIS CONCENTRATION OF OWNERSHIP COULD DISCOURAGE OR
PREVENT A POTENTIAL TAKEOVER OF OUR COMPANY THAT MIGHT OTHERWISE RESULT IN YOU
RECEIVING A PREMIUM OVER THE MARKET PRICE FOR YOUR COMMON SHARES.
As of March 27, 2007, our officers and directors beneficially own or
control approximately 23.59% of our outstanding common shares (assuming the
exercise of all outstanding options and warrants held by our officers and
directors). These persons will have the ability to substantially influence all
matters submitted to our shareholders for approval and to control our management
and affairs, including extraordinary transactions such as mergers and other
changes of corporate control, and going private transactions.
A LARGE NUMBER OF COMMON SHARES ARE ISSUABLE UPON EXERCISE OF
OUTSTANDING COMMON SHARE PURCHASE OPTIONS, WARRANTS AND CONVERTIBLE PROMISSORY
NOTES. THE EXERCISE OR CONVERSION OF THESE SECURITIES COULD RESULT IN THE
SUBSTANTIAL DILUTION OF YOUR INVESTMENT IN TERMS OF YOUR PERCENTAGE OWNERSHIP IN
THE COMPANY AS WELL AS THE BOOK VALUE OF YOUR COMMON SHARES. THE SALE OF A LARGE
AMOUNT OF COMMON SHARES RECEIVED UPON EXERCISE OF THESE OPTIONS OR WARRANTS ON
THE PUBLIC MARKET TO FINANCE THE EXERCISE PRICE OR TO PAY ASSOCIATED INCOME
TAXES, OR THE PERCEPTION THAT SUCH SALES COULD OCCUR, COULD SUBSTANTIALLY
DEPRESS THE PREVAILING MARKET PRICES FOR OUR SHARES.
As of March 17, 2007, there are outstanding non-variable priced
purchase options and warrants entitling the holders to purchase 20,054,309
common shares at a weighted average exercise price of $0.35 per share. There are
5,444,118 shares underlying promissory notes convertible into common stock at a
weighted average exercise price of $0.20. The exercise price for all of the
aforesaid warrants, may be less than your cost to acquire our common shares. In
the event of the exercise of these securities, you could suffer substantial
dilution of your investment in terms of your percentage ownership in the company
as well as the book value of your common shares. In addition, the holders of the
common share purchase options or warrants may sell common shares in tandem with
their exercise of those options or warrants to finance that exercise, or may
resell the shares purchased in order to cover any income tax liabilities that
may arise from their exercise of the options or warrants.
13
OUR ISSUANCE OF ADDITIONAL COMMON SHARES, OR OPTIONS OR WARRANTS TO
PURCHASE THOSE SHARES, WOULD DILUTE YOUR PROPORTIONATE OWNERSHIP AND VOTING
RIGHTS.
We are entitled under our certificate of incorporation to issue up to
100,000,000 shares of common stock. After taking into consideration our
outstanding common stock at March 17, 2007, our convertible notes, outstanding
options and outstanding warrants we will be entitled to issue up to 41,983,025
additional common shares. Our board may generally issue shares of common stock,
or options or warrants to purchase those shares, without further approval by our
shareholders based upon such factors as our board of directors may deem relevant
at that time. It is likely that we will be required to issue a large amount of
additional securities to raise capital to further our development. It is also
likely that we will be required to issue a large amount of additional securities
to directors, officers, employees and consultants as compensatory grants in
connection with their services, both in the form of stand-alone grants or under
our stock plans. We cannot give you any assurance that we will not issue
additional shares of common stock, or options or warrants to purchase those
shares, under circumstances we may deem appropriate at the time.
OUR ISSUANCE OF ADDITIONAL COMMON SHARES IN EXCHANGE FOR SERVICES OR TO
REPAY DEBT, WOULD DILUTE YOUR PROPORTIONATE OWNERSHIP AND VOTING RIGHTS AND
COULD HAVE A NEGATIVE IMPACT ON THE MARKET PRICE OF OUR COMMON STOCK.
Our board may generally issue shares of common stock to pay for debt or
services, without further approval by our shareholders based upon such factors
as our board of directors may deem relevant at that time. For the past three
years and for the nine months ended December 31, 2006, we issued a total of
2,728,578 shares for debt to reduce our obligations. The average price discount
of common stock issued for debt in this period, weighted by the number of shares
issued for debt in such period was 47.4%, 53.4% and 69.41% for the years ended
2004, 2005 and 2006. We issued 107,759 shares, at an average discount of 31.67%
to market, for debt reduction for the nine months ended December 31, 2006. For
the past three fiscal years we issued a total of 5,322,657 shares in payment for
services. The average price discount of common stock issued for services during
this period, weighted by the number of shares issued was 46.3%, 36.0% and 14.86%
for the years ended 2004, 2005 and 2006, respectively. For the nine months ended
December 31, 2006, we issued 561,566 shares for services valued at a premium to
market of 4.85%. It is likely that we will issue additional securities to pay
for services and reduce debt in the future. We cannot give you any assurance
that we will not issue additional shares of common stock under circumstances we
may deem appropriate at the time.
THE ELIMINATION OF MONETARY LIABILITY AGAINST OUR DIRECTORS, OFFICERS
AND EMPLOYEES UNDER OUR CERTIFICATE OF INCORPORATION AND THE EXISTENCE OF
INDEMNIFICATION RIGHTS TO OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN
SUBSTANTIAL EXPENDITURES BY OUR COMPANY AND MAY DISCOURAGE LAWSUITS AGAINST OUR
DIRECTORS, OFFICERS AND EMPLOYEES.
Our certificate of incorporation contains provisions which eliminate
the liability of our directors for monetary damages to our company and
shareholders. Our bylaws also require us to indemnify our officers and
directors. We may also have contractual indemnification obligations under our
agreements with our directors, officers and employees. The foregoing
indemnification obligations could result in our company incurring substantial
expenditures to cover the cost of settlement or damage awards against directors,
officers and employees, which we may be unable to recoup. These provisions and
resultant costs may also discourage our company from bringing a lawsuit against
directors, officers and employees for breaches of their fiduciary duties, and
may similarly discourage the filing of derivative litigation by our shareholders
against our directors, officers and employees even though such actions, if
successful, might otherwise benefit our company and shareholders.
ANTI-TAKEOVER PROVISIONS MAY IMPEDE THE ACQUISITION OF OUR COMPANY.
Certain provisions of the Nevada General Corporation Law have
anti-takeover effects and may inhibit a non-negotiated merger or other business
combination. These provisions are intended to encourage any person interested in
acquiring us to negotiate with, and to obtain the approval of, our Board of
Directors in connection with such a transaction. However, certain of these
provisions may discourage a future acquisition of us, including an acquisition
in which the shareholders might otherwise receive a premium for their shares. As
a result, shareholders who might desire to participate in such a transaction may
not have the opportunity to do so.
14
FORWARD-LOOKING STATEMENTS
This prospectus, including the sections titled "Prospectus Summary" and
"Risk Factors" and other sections, contains certain statements that constitute
"forward-looking statements".
These forward-looking statements are derived, in
part, from various assumptions and analyses we have made in the context of our
current business plan and information currently available to us and in light of
our experience and perceptions of historical trends, current conditions and
expected future developments and other factors we believe to be appropriate in
the circumstances. You can generally identify forward-looking statements through
words and phrases such as "SEEK", "ANTICIPATE", "BELIEVE", "ESTIMATE", "EXPECT",
"INTEND", "PLAN", "BUDGET", "PROJECT", "MAY BE", "MAY CONTINUE", "MAY LIKELY
RESULT", and similar expressions. When reading any forward looking statement you
should remain mindful that all forward-looking statements are inherently
uncertain as they are based on current expectations and assumptions concerning
future events or future performance of our company, and that actual results or
developments may vary substantially from those expected as expressed in or
implied by that statement for a number of reasons or factors, including those
relating to:
o whether or not markets for our products develop and, if they
do develop, the pace at which they develop;
o our ability to attract and retain the qualified personnel to
implement our growth strategies,
o our ability to obtain approval from the Food and Drug
Administration for our products;
o our ability to protect the patents on our proprietary
technology;
o our ability to fund our short-term and long-term financing
needs;
o changes in our business plan and corporate strategies; and
o other risks and uncertainties discussed in greater detail in
the sections of this prospectus, including those captioned
"RISK FACTORS" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS".
Each forward-looking statement should be read in context with, and with
an understanding of, the various other disclosures concerning our company and
our business made elsewhere in this prospectus as well as other pubic reports
filed with the United States Securities and Exchange Commission (the "SEC"). You
should not place undue reliance on any forward-looking statement as a prediction
of actual results or developments. We are not obligated to update or revise any
forward-looking statement contained in this prospectus to reflect new events or
circumstances unless and to the extent required by applicable law.
USE OF PROCEEDS
This prospectus relates to shares of our common stock that may be
offered and sold from time to time by the selling shareholder. We will receive
no proceeds from the sale of shares of common stock in this offering. However,
we may receive up to $8.4 Million in proceeds from the sale of our common stock
to Fusion Capital under the common stock purchase agreement. Any proceeds from
Fusion Capital we receive under the common stock purchase agreement will be used
for working capital and general corporate purposes.
15
THE FUSION TRANSACTION
General
On March 21, 2007, we entered into a common stock purchase agreement
with Fusion Capital Fund II, LLC, an Illinois limited liability company. Under
the agreement, Fusion Capital is obligated, under certain conditions, to
purchase shares from us in an aggregate amount of $8.4 million from time to time
over a 25 month period. Under the agreement, we have sold to Fusion Capital
1,333,333 shares of our common stock for total proceeds to us of $400,000.
Fusion Capital has received a commitment fee consisting of 1,050,000 shares of
our common stock. We have reserved up to an additional 6,000,000 shares of our
common stock for sale to Fusion Capital under the agreement. As of March 27,
2007, there were 32,518,548 shares outstanding (27,587,195 shares held by
non-affiliates) excluding the 6,000,000 shares offered by Fusion Capital
pursuant to this prospectus which it has not yet purchased from us. If all of
such 8,383,333 shares offered hereby were issued and outstanding as of the date
hereof, the 8,383,333 shares would represent approximately 21.8% of the total
common stock outstanding or approximately 24.96% of the non-affiliate shares
outstanding as of March 27, 2007. The number of shares ultimately offered for
sale by Fusion Capital is dependent upon the number of shares purchased by
Fusion Capital under the agreement.
We do not have the right to commence any additional sales of our shares
to Fusion Capital under the agreement until the Securities & Exchange Commission
has declared effective the registration statement of which this prospectus is a
part of. After the Securities & Exchange Commission has declared effective such
registration statement, generally we have the right but not the obligation from
time to time to sell our shares to Fusion Capital in amounts between $32,000 and
$1.0 million depending on certain conditions. We have the right to control the
timing and amount of any sales of our shares to Fusion Capital. The purchase
price of the shares will be determined based upon the market price of our shares
without any fixed discount at the time of each sale. Fusion Capital shall not
have the right or the obligation to purchase any shares of our common stock on
any business day that the price of our common stock is below $0.25. The
agreement may be terminated by us at any time at our discretion without any cost
to us.
Purchase Of Shares Under The Common Stock Purchase Agreement
Under the common stock purchase agreement, on any business day selected
by us, we may direct Fusion Capital to purchase up to $32,000 of our common
stock. The purchase price per share is equal to the lesser of:
o the lowest sale price of our common stock on the purchase
date; or
o the average of the three (3) lowest closing sale prices of our
common stock during the twelve (12) consecutive business days
prior to the date of a purchase by Fusion Capital.
The purchase price will be equitably adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, or other similar transaction
occurring during the business days used to compute the purchase price. We may
direct Fusion Capital to make multiple purchases from time to time in our sole
discretion; no sooner then every two (2) business days.
Our Right To Increase the Amount to be Purchased
In addition to purchases of up to $32,000 from time to time, we may
also from time to time elect on any single business day selected by us to
require Fusion Capital to purchase our shares in an amount up to $50,000
provided that our share price is not below $0.30 during the three (3) business
days prior to and on the purchase date. We may increase this amount to up to
$100,000 if our share price is not below $0.40 during the three (3) business
days prior to and on the purchase date. This amount may also be increased to up
to $200,000 if our share price is not below $0.55 during the three (3) business
days prior to and on the purchase date. This amount may also be increased to up
16
to $400,000 if our share price is not below $0.70 during the three (3) business
days prior to and on the purchase date. This amount may also be increased to up
to $1.0 million if our share price is not below $1.50 during the three (3)
business days prior to and on the purchase date. We may direct Fusion Capital to
make multiple large purchases from time to time in our sole discretion; however,
at least two (2) business days must have passed since the most recent large
purchase was completed. The price at which our common stock would be purchased
in this type of larger purchase will be the lesser of (i) the lowest sale price
of our common stock on the purchase date and (ii) the lowest purchase price (as
described above) during the previous seven (7) business days prior to the
purchase date.
Minimum Purchase Price
Under the common stock purchase agreement, we have set a minimum
purchase price ("floor price") of $0.25. However, Fusion Capital shall not have
the right or the obligation to purchase any shares of our common stock in the
event that the purchase price would be less than the floor price. Specifically,
Fusion Capital shall not have the right or the obligation to purchase shares of
our common stock on any business day that the market price of our common stock
is below $0.25.
Events of Default
Generally, Fusion Capital may terminate the common stock purchase
agreement without any liability or payment to the Company upon the occurrence of
any of the following events of default:
o the effectiveness of the registration statement of which this
prospectus is a part lapses for any reason (including, without
limitation, the issuance of a stop order) or is unavailable to
Fusion Capital for sale of our common stock offered hereby and
such lapse or unavailability continues for a period of ten
(10) consecutive business days or for more than an aggregate
of thirty (30) business days in any 365-day period;
o suspension by our principal market of our common stock from
trading for a period of three (3) consecutive business days;
o the de-listing of our common stock from our principal market
provided our common stock is not immediately thereafter
trading on the Nasdaq Global Market, the Nasdaq Capital
Market, the New York Stock Exchange or the American Stock
Exchange;
o the transfer agent`s failure for five (5) business days to
issue to Fusion Capital shares of our common stock which
Fusion Capital has purchased under the common stock purchase
agreement;
o any material breach of the representations or warranties or
covenants contained in the common stock purchase agreement or
any related agreements which has or which could have a
material adverse effect on us subject to a cure period of five
(5) business days; or
o any participation or threatened participation in insolvency or
bankruptcy proceedings by or against us.
Our Termination Rights
We have the unconditional right at any time for any reason to give
notice to Fusion Capital terminating the common stock purchase agreement without
any cost to us.
No Short-Selling or Hedging by Fusion Capital
Fusion Capital has agreed that neither it nor any of its affiliates
shall engage in any direct or indirect short-selling or hedging of our common
stock during any time prior to the termination of the common stock purchase
agreement.
17
Commitment Shares Issued to Fusion Capital
Under the terms of the common stock purchase agreement, Fusion Capital
has received a commitment fee consisting of 1,050,000 shares of our common
stock. Generally, unless an event of default occurs, Fusion Capital must own at
least 1,050,000 shares of our common stock until 25 months from the date of the
agreement or until the agreement is terminated.
Effect of Performance of the Common Stock Purchase Agreement on Our Stockholders
All 8,383,333 shares registered in this offering are expected to be
freely tradable. It is anticipated that shares registered in this offering will
be sold over a period of up to 25 months from the date of this prospectus. The
sale by Fusion Capital of a significant amount of shares registered in this
offering at any given time could cause the market price of our common stock to
decline and to be highly volatile. Fusion Capital may ultimately purchase all,
some or none of the 6,000,000 shares of common stock not yet issued but
registered in this offering. After it has acquired such shares, it may sell all,
some or none of such shares. Therefore, sales to Fusion Capital by us under the
agreement may result in substantial dilution to the interests of other holders
of our common stock. However, we have the right to control the timing and amount
of any sales of our shares to Fusion Capital and the agreement may be terminated
by us at any time at our discretion without any cost to us.
In connection with entering into the agreement, we authorized the sale
to Fusion Capital of up to 6,000,000 shares of our common stock. The number of
shares ultimately offered for sale by Fusion Capital under this prospectus is
dependent upon the number of shares purchased by Fusion Capital under the
agreement. The following table sets forth the amount of proceeds we would
receive from Fusion Capital from the sale of shares at varying purchase prices
in addition to the $400,000 we have already received:
Percentage of Outstanding Proceeds from the Sale of
Shares After Giving Effect Shares to Fusion Capital
Assumed Average Number of Shares to be to the Issuance to Fusion Under the Common Stock
Purchase Price Issued if Full Purchase Capital(1) Purchase Agreement
-----------------------------------------------------------------------------------------------------
$0.25 6,000,000 15.58% $ 1,500,000
$0.35 6,000,000 15.58% $ 2,100,000
$0.50 6,000,000 15.58% $ 3,000,000
$0.75(2) 6,000,000 15.58% $ 4,500,000
$1.00 6,000,000 15.58% $ 6,000,000
$1.33 6,000,000 15.58% $ 7,980,000
(1) Based on 32,518,548 shares outstanding as of March 27, 2007.
Includes the 2,383,333 shares already acquired by Fusion
Capital under the agreement and the number of shares issuable
under the agreement at the corresponding assumed purchase
price set forth in the adjacent column.
(2) Closing sale price of our shares on March 27, 2007.
DESCRIPTION OF BUSINESS
GENERAL
Aethlon Medical, Inc. ("Aethlon Medical", "We" or the "Company"),
formerly Bishop Equities, Inc. ("Bishop"), was incorporated in Nevada in April
1991 to provide a public vehicle for participation in a business transaction
through a merger with or acquisition of a private company. In March 1993, we
successfully offered our common stock at $6.00 per share through an initial
public offering. In March 1999, Bishop began doing business as "Aethlon Medical,
Inc." In March 2000, the Company's Articles of Incorporation were amended to
formally change the name of the Company from "Bishop Equities, Inc." to "Aethlon
Medical, Inc."
18
BUSINESS DEVELOPMENT/ACQUISITIONS
On March 10, 1999, (1) Aethlon, Inc., a California corporation
("Aethlon"), (2) Hemex, Inc., a Delaware corporation ("Hemex"), the accounting
predecessor to the Company, and (3) Bishop, a publicly traded "shell" company,
completed an Agreement and Plan of Reorganization (the "Plan") structured to
result in Bishop's acquisition of all of the outstanding common shares of
Aethlon and Hemex (the "Reorganization"). The Reorganization was intended to
qualify as a tax-free transaction under Section 368 (a)(1)(B) of the 1986
Internal Revenue Code, as amended. Under the Plan's terms, Bishop issued 733,500
and 1,350,000 shares of its common stock to the common stock shareholders of
Aethlon and Hemex, respectively, such that Bishop then owned 100% of each
company.
On January 10, 2000, we acquired all the outstanding common stock of
Syngen Research, Inc. ("Syngen") in exchange for 65,000 shares of our restricted
common stock in order to establish research facilities in San Diego, California,
as well as employ Dr. Richard Tullis, the founder of Syngen. Dr. Tullis is a
recognized research scientist in the area of DNA synthesis and antisense. Syngen
had no significant assets, liabilities, or operations, and primarily served as
the entity through which Dr. Tullis performed research consulting services. As
such, the acquisition has been accounted for as an acquisition of assets in the
form of an employment contract with Dr. Tullis and not as a business
combination. Dr. Tullis was appointed to the Board of Directors of Aethlon
Medical and was elected its Vice President for Business Development. Effective
June 1, 2001, Dr. Tullis was appointed Chief Science Officer of Aethlon Medical,
replacing Dr. Clara Ambrus, who retired from the Company.
On April 6, 2000, we completed the acquisition of Cell Activation, Inc.
("Cell"). In accordance with the purchase agreement, we issued 99,152 shares of
restricted common stock and issued 50,148 options to purchase common stock in
exchange for all of the outstanding common shares and options to purchase common
stock of Cell. After the transaction, Cell became our wholly-owned subsidiary.
The acquisition was accounted for as a purchase. At March 31, 2001, management
determined that goodwill recognized in the purchase of Cell was impaired due to
the permanent suspension of operations by Cell, and, accordingly, treated the
related goodwill as fully impaired.
BUSINESS OF ISSUER
We are a developmental stage medical device company focused on
expanding the applications of our Hemopurifier (R) platform technology which is
designed to rapidly reduce the presence of infectious viruses and other toxins
from human blood. As such, we focus on developing therapeutic devices to treat
acute viral conditions brought on by pathogens targeted as potential biological
warfare agents and chronic viral conditions including HIV/AIDS and Hepatitis-C.
The Hemopurifier (R) combines the established scientific technologies of
hemodialysis and affinity chromatography as a means to mimic the immune system's
response of clearing viruses and toxins from the blood before cell and organ
infection can occur. The Hemopurifier (R) cannot cure these afflictions but can
lower viral loads and allow compromised immune systems to overcome otherwise
serious or fatal medical conditions.
The Hemopurifier(R)
The Hemopurifier(R) is an broad spectrum platform technology that
combines the established scientific methods of hemodialysis (artificial kidneys)
and affinity chromatography (a method that allows the selective capture of
viruses and related toxins) as a means to augment the natural immune response of
clearing infectious virus and toxins from the blood. The therapeutic goal of
each Hemopurifier (R) application is to improve patient survival rates by
reducing viral load and preserving the immune function. We believe that the
Hemopurifier (R) will enhance and prolong the benefit of current infectious
disease drug therapies and fill the void for patients who inevitably become
resistant to such therapies. The Hemopurifier (R) is also positioned to treat
those infected by biological agents for which there are no effective drug or
vaccine treatments. The Hemopurifier (R) is not a substitute for antiviral drug
or vaccine therapies, as it is solely positioned to treat drug and vaccine
resistant pathogens.
19
Traditionally, hemodialysis (kidney dialysis) has been used to remove
urea and other small metabolic toxins that accumulate in the blood of people
with acute or chronic kidney failure (also called renal failure). Acute renal
failure is generally treated in hospital intensive care units using a continuous
filtration therapy. Chronic renal failure is treated through intermittent,
thrice-weekly kidney dialysis in a specialized clinic setting. A catheter is
most often the method used to gain access to the blood which is then pumped
through thousands of hollow micro-fibers running the length of the kidney
dialysis cartridge. Within the cartridge, toxins, urea and excess water pass
through small pores in the walls of the micro-fibers and are removed by a
separately circulating dialysis fluid outside of the fibers. Blood cells and
molecules that are too large to pass through the pores are retained and the
cleansed blood is returned back to circulation.
The Hemopurifier (R) modifies this process in several ways to provide
an efficient method to selectively remove targeted viruses and toxins. First,
the pores of the micro-fibers within the Hemopurifier (R) are large enough to
allow circulating infectious viruses and toxins to separate from the blood and
diffuse through the walls of the fibers. Second, within the cartridge but
outside of the fibers the Hemopurifier (R) contains a unique material (the
"affinity agent") which selectively binds to the viruses or toxins. Because of
the affinity agent's ability to bind to viruses and toxins, there is no need for
a separate circulation of a dialysis solution within the Hemopurifier (R). This
provides the flexibility to use the Hemopurifier (R) either on kidney dialysis
machines (global infrastructure), by employing a simple pump mechanism or by
using a patient's own blood pressure (in field or military applications)to drive
circulation.
Infectious Disease
The current treatment for viral illnesses include vaccines and
antiviral drugs. Vaccines have been the most successful in curing viral diseases
(e.g. polio and smallpox). Unfortunately, newly emerging pathogens (e.g. SARS),
highly mutable RNA viruses (e.g., HIV and Hepatitis C) and exotic viruses that
might be used in terrorist attacks often do not have vaccine treatments.
Similarly, antiviral drugs are often useful in controlling viral infections.
However, there do not seem to be any general, broad-spectrum antiviral agents
similar to penicillin for bacteria and viruses capable of rapidly developing
drug resistant mutations. In addition, it generally takes years and millions of
dollars to develop vaccine and drug candidates that may or may not be approved
by the FDA.
Our Hemopurifier(R) technology represents a new approach to treating
viral diseases. The application is designed to work with current treatments to
remove infectious virus, toxic viral proteins and injurious immunological
mediators directly from the blood of the patient. By removing circulating virus
and toxins the Hemopurifier(R) cartridge prevents virus and toxins from
infecting tissues and cells. The device cannot cure HIV and Hepatitis-C but
appears to augment the immune response of clearing viruses and toxins from the
blood before infection can occur. Scientifically, this action is known as
"Fusion Inhibition" since the ability of the virus to enter or fuse with host
cells or organs is inhibited.
The Hemopurifier(R) is positioned as a therapeutic medical device that
can be quickly deployed to treat genetically engineered and drug and vaccine
resistant biowarfare agents. For example, we demonstrated the ability to rapidly
build and test new antibody cartridges upon receipt of an antibody against HIV
which was previously untested for its utility as an agent to be immobilized
within the Hemopurifier(R) treatment cartridge. The process included the
attachment of the antibody to agarose beads to create an affinity or binding
solution that was immobilized within the hollow-fiber treatment cartridge as
means to capture HIV as it diffused through the fibers. Human blood infected
with HIV was then circulated through the cartridge to measure the ability of the
Hemopurifier(R) to capture HIV over a range of time periods. Human blood
infected with HIV was also circulated through a control cartridge without
immobilized antibodies as a means to document an improved ability to capture
infectious virus when the immobilized antibody was utilized in the treatment
cartridge. Upon completion of the circulation of infected blood, diagnostic
studies were conducted to verify the viral capture rate of the Hemopurifier(R)
with and without the immobilized antibody. The data was then provided in a
confidential report to the antibody manufacturer within ten days of the original
receipt of the antibody in our labs.
20
Biological Weapons
We are developing treatments to combat infectious agents that may be
used in biological warfare and terrorism. We are working to design
Hemopurifiers(R) that can be rapidly deployed by armed forces as wearable
post-exposure treatments on the battlefield, as well as dialysis-based
treatments for civilian populations. We are focusing our bio-defense strategy on
treating "Category A" agents, which are considered by the Centers for Disease
Control ("CDC") to be the worst bioterrorism threats. These agents include the
viruses that cause Smallpox, hemorrhagic fevers such as Ebola and Marburg, the
Anthrax toxin, and Botulinum toxin. We have not yet published any data related
to the treatment of any "Category A" agent. In March 2007, we submitted an
Investigational Device Exemption ("IDE") with the FDA the goal of which is to
obtain approval to conduct human safety and, if applicable, animal efficacy
trials targeted to a specific bioterror viral agent. We are presently in the
process of conducting in-vitro trials to determine the most appropriate
"Category A" application.
Manufacturing
We plan to manufacture a small number of cartridges sufficient to
complete clinical trials in our current facilities. Ultimately, we will
outsource cartridge manufacturing to a GMP/ISO9001 compliant contract
manufacturer. Hemopurifiers(R) to treat pathogens that are bioweapons candidates
will be sold directly to the U.S. military and the federal government. Sale of
Hemopurifiers(R) to treat chronic viral conditions will be directed through
organizations with established distribution channels.
Research and Development
In fiscal year 2001, we realigned our research and development
activities from developing Hemopurifiers(R) to treat harmful metals to
developing Hemopurifiers(R) for the treatment of chronic viral conditions. As a
result of this strategic realignment, we initiated the consolidation of all
scientific and administrative functions into our San Diego facilities during the
fourth quarter of fiscal year 2001. This consolidation was completed during the
first quarter of fiscal year 2002 and our facilities in Buffalo, N.Y. were
closed. In 2004, we expanded our research effort to include the development of
Hemopurifiers(R) to treat acute viral diseases as well as countermeasures
against biological weapons. The cost of research and development, all of which
has been charged to operations, amounted to approximately $1,251,000 over the
last two fiscal years.
Patents
We currently own or have license rights to a number of U.S. and foreign
patents and patent applications and endeavor to continually improve our
intellectual property position. We consider the protection of our technology,
whether owned or licensed, to the exclusion of use by others, to be vital to our
business. While we intend to focus primarily on patented or patentable
technology, we may also rely on trade secrets, unpatented property, know-how,
regulatory exclusivity, patent extensions and continuing technological
innovation to develop our competitive position.
In certain countries, medical devices are not patentable or only
recently have become patentable, and enforcement of intellectual property rights
in some countries has been limited or non-existent. Future enforcement of
patents and proprietary rights in many countries can be expected to be
problematic or unpredictable. We cannot guarantee that any patents issued or
licensed to us will provide us with competitive advantages or will not be
challenged by others. Furthermore, we cannot be certain that others will not
independently develop similar products or will not design around patents issued
or licensed to us. We cannot guarantee that patents that are issued will not be
challenged, invalidated or infringed upon or designed around by others, or that
the claims contained in such patents will not infringe the patent claims of
others, or provide us with significant protection against competitive products,
or otherwise be commercially valuable. We may need to acquire licenses under
patents belonging to others for technology potentially useful or necessary to
us. If any such licenses are required, we cannot be certain that they will be
available on terms acceptable to us, if at all. To the extent that we are unable
to obtain patent protection for our products or technology, our business may be
materially adversely affected by competitors who develop substantially
equivalent technology.
21
INDUSTRY
The industry for treating infectious disease is extremely competitive,
and companies developing new treatment procedures are faced with severe
regulatory challenges. In this regard, only a very small percentage of companies
that are developing new treatments will actually obtain approval from the FDA to
market their treatments in the United States. Currently, the market for treating
chronic and acute viral diseases is comprised of drugs designed to reduce viral
load by inhibiting viral replication or by inhibiting viruses from infecting
healthy cells. Unfortunately, these drugs are generally toxic, are expensive to
develop, and inevitably infected patients will develop viral strains that become
resistant to drug treatment. As a result, patients are ultimately left without
treatment options.
COMPETITION
We are advancing our Hemopurifier(R) technology as a treatment to
enhance and prolong current drug therapies by removing the viral strains that
cause drug resistance. The Hemopurifier(R) is also designed to prolong life for
infected patients who have become drug resistant and have no other treatment
options. Therefore, we do not believe that the Hemopurifier(R) competes with the
current drug therapy treatment standard. However, if the industry considered the
Hemopurifier(R) to be a potential replacement for drug therapy, then the
marketplace for the Hemopurifier(R) would be extremely competitive. We are also
pursuing the development of Hemopurifiers(R) to be utilized as treatment
countermeasures against biological weapons. In this regard, we are targeting the
treatment of pathogens, which are microbial organisms that cause disease, in
which current treatments are either limited or do not exist. We believe that we
are the sole developer of viral filtration systems (Hemopurifiers(R)) to treat
chronic viral conditions, acute viral conditions and biological weapons.
However, we face competition from the producers of the following alternative
treatment options for all market applications.
Antiviral Drugs
For viral infections, specific antiviral drugs can be effective, but
there are none that are effective against a broad-spectrum of infectious virus.
At present, only a few antiviral drugs are available to treat the multitude of
viruses that could be used as biological weapons. For example, Ribavirin is the
treatment of choice for certain viral hemorrhagic fever infections, but has no
current application to Ebola and Marburg infections. Newer antiviral drugs have
shown some promise in animal models, and limited case reports in humans are
encouraging. The lack of broad-spectrum antivirals takes on added significance
in light of the ability of many viruses to rapidly develop resistance.
Current efforts to define the genetic details of normal and pathogenic
agents on a molecular level promise the hope of new points of attack. Genomic
analysis of viral pathogens and animal models of responses to infection provide
valuable information enabling the potential development of novel treatment and
prevention strategies. However, even the rapid elucidation of the genetic
structure of a specific pathogen does not provide sufficient information to
quickly design an effective cure.
Another approach in drug development is combinatorial chemistry, which
provides the ability to rapidly synthesize large libraries of related compounds,
many of which are completely new. However, there is still a need to laboriously
screen each new compound for efficacy in fighting a particular disease. In that
sense, combinatorial drugs confront the same problem as the traditional method
of screening of plant and animal extracts for active compounds that block viral
or bacterial replication.
Vaccines
Historically, the most effective tools in controlling infections have
been vaccines. Polio, measles, mumps and many other viral illnesses are now
controllable and smallpox has been eradicated from nature. Licensed vaccines for
hemorrhagic fever viruses are limited to yellow fever (though others are in the
trial phase of approval). Promising vaccines are being tested for some of the
other diseases, but research is hampered by the need to conduct the studies in
secure laboratories.
There are other problems with relying on vaccines as our primary
protection against a biological weapons attack. While vaccination may be an
effective treatment in a military setting, it would be problematic for civilian
populations for several reasons:
22
o The infectious virus would have to be known prior to vaccine
deployment. With the exception of smallpox, post-exposure
vaccination is ineffective.
o If everyone in the United States could be vaccinated, it would
be impossible to vaccinate people against every viral threat.
o Vaccines are only useful if the viral target has not mutated o
or been genetically altered.
Vaccines that are effective and safe are difficult to develop. History
has shown that such development can be a slow process and may not even be
possible for highly mutable pathogens like HIV and Hepatitis C. Moreover,
current vaccine strategies often carry significant risk for complications. For
example, the smallpox vaccine, which uses attenuated strains of a live virus,
can occasionally cause illness or death by infection from the very organism that
usually provides protection.
GOVERNMENT REGULATION
The Hemopurifier(R) is a medical device subject to extensive and
rigorous regulation by FDA, as well as other federal and state regulatory bodies
in the United States and comparable authorities in other countries. Therefore,
we cannot assure that our technology will successfully complete any regulatory
clinical trial for any of our proposed applications.
One of the problems facing the FDA is the need to ensure public safety
while at the same time preventing unsafe treatments from reaching the public.
The balance between these competing pressures has resulted in a long and
deliberate process for approving new treatments, which is not responsive to the
urgent need for new treatments presented in the era of bioterrorism. For most
drugs, the principal research and development phases take several years prior to
a drug being submitted to the FDA for testing. A clinical research program takes
two to ten years, depending on the agent and clinical indication, after which
the marketing application review period requires an average of one year. Once a
product is approved for market, long-term post-marketing surveillance,
inspections, and product testing must be performed to ensure the quality,
safety, and efficacy of the product, as well as appropriate product labeling.
FDA'S PREMARKET CLEARANCE AND APPROVAL REQUIREMENTS. Each medical
device we wish to commercialize in the United States will require the filing of
a Premarket Approval ("PMA") from FDA. Medical devices are classified into one
of three classes--Class I, Class II, or Class III--depending on the degree or
risk associated with each medical device and the extent of control needed to
ensure safety and effectiveness. Devices deemed to pose lower risks are placed
in either Class I or II, which requires the manufacturer to submit to FDA a
premarket notification requesting permission to commercially distribute the
device. Our Hemopurifier(R) has been categorized as a Class III device,
requiring premarket approval.
CLINICAL TRIALS. Clinical trials are almost always required to support
an FDA premarket application. In the United States, these trials generally
require submission of an application for an Investigational Device Exemption, or
IDE, to FDA. The IDE application must be supported by appropriate data, such as
animal and laboratory testing results, showing that it is safe to test the
device in humans and that the testing protocol is scientifically sound. The IDE
must be approved in advance by FDA for a specific number of patients unless the
product is deemed a non-significant risk device eligible for more abbreviated
IDE requirements. Clinical trials for significant risk devices may not begin
until the IDE application is approved by FDA and the appropriate institutional
review boards, or IRBs, at the clinical trial sites. Our clinical trials must be
conducted under the oversight of an IRB at the relevant clinical trial sites and
in accordance with FDA regulations, including but not limited to those relating
to good clinical practices. We are also required to obtain patients' informed
consent that complies with both FDA requirements and state and federal privacy
regulations. We, FDA or the IRB at each site at which a clinical trial is being
performed may suspend a clinical trial at any time for various reasons,
including a belief that the risks to study subjects outweigh the benefits. Even
if a trial is completed, the results of clinical testing may not demonstrate the
safety and efficacy of the device, may not be equivocal or may otherwise not be
sufficient to obtain approval of the product. Similarly, in Europe the clinical
study must be approved by the local ethics committee and in some cases,
including studies with high-risk devices, by the Ministry of Health in the
applicable country.
23
In March 2007 we submitted an Investigational Device Exemption ("IDE")
with the FDA the goal of which is to obtain approval to conduct human safety
and, if applicable, animal efficacy trials targeted to a specific bioterror
viral agent. We are presently in the process of conducting in-vitro trials to
determine the most appropriate "Category A" bioterror application. Upon
successful completion of the IDE clinical trials, we would anticipate submitting
a PMA (see below).
PREMARKET APPROVAL PATHWAY. A PMA application must be supported by
extensive data, including but not limited to technical, preclinical, clinical
trials, manufacturing and labeling to demonstrate to FDA's satisfaction the
safety and effectiveness of the device.
After a PMA application is submitted and FDA determines that the
application is sufficiently complete to permit a substantive review, FDA will
accept the application for review. FDA has 180 days to review an "accepted" PMA
application, although the review of an application generally occurs over a
significantly longer period of time and can take up to several years. During
this review period, FDA may request additional information or clarification of
the information already provided. Also, an advisory panel of experts from
outside FDA may be convened to review and evaluate the application and provide
recommendations to FDA as to the approvability of the device. In addition, FDA
will conduct a pre-approval inspection of the manufacturing facility to ensure
compliance with quality system regulations. New PMA applications or PMA
application supplements are required for significant modification to the
manufacturing process, labeling and design of a device that is approved through
the premarket approval process. Premarket approval supplements often require
submission of the same type of information as a premarket approval application,
except that the supplement is limited to information needed to support any
changes from the device covered by the original premarket approval application
and may not require as extensive clinical data or the convening of an advisory
panel.
PERVASIVE AND CONTINUING REGULATION. After a device is placed on the
market, numerous regulatory requirements continue to apply. These include:
o FDA's Quality System Regulation, or QSR, which requires
manufacturers, including third-party manufacturers, to follow
stringent design, testing, control, documentation and other
quality assurance procedures during all aspects of the
manufacturing process;
o labeling regulations and FDA prohibitions against the
promotion of products for uncleared, unapproved or off-label
uses;
o clearance or approval of product modifications that could
significantly affect safety or efficacy or that would
constitute a major change in intended use;
o medical device reporting, or MDR, regulations, which require
that manufacturers report to FDA if their device may have
caused or contributed to a death or serious injury or
malfunctioned in a way that would likely cause or contribute
to a death or serious injury if the malfunction were to recur;
and
o post-market surveillance regulations, which apply when
necessary to protect the public health or to provide
additional safety and effectiveness data for the device.
After a device receives a PMA, any modification that could
significantly affect its safety or effectiveness, or that would constitute a
major change in its intended use, will require a new clearance or approval. FDA
requires each manufacturer to make this determination initially, but FDA can
review any such decision and can disagree with a manufacturer's determination.
The regulations also require that we report to FDA any incident in
which our product may have caused or contributed to a death or serious injury or
in which our product malfunctioned and, if the malfunction were to recur, would
likely cause or contribute to death or serious injury.
24
FRAUD AND ABUSE. We may also directly or indirectly be subject to
various federal and state laws pertaining to healthcare fraud and abuse,
including anti-kickback laws. In particular, the federal healthcare program
Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting,
offering, receiving or providing remuneration, directly or indirectly, in
exchange for or to induce either the referral of an individual, or the
furnishing, arranging for or recommending a good or service, for which payment
may be made in whole or part under federal healthcare programs, such as the
Medicare and Medicaid programs. Penalties for violations include criminal
penalties and civil sanctions such as fines, imprisonment and possible exclusion
from Medicare, Medicaid and other federal healthcare programs. The Anti-Kickback
Statute is broad and prohibits many arrangements and practices that are lawful
in businesses outside of the healthcare industry. In implementing the statute,
the Office of Inspector General, or OIG, has issued a series of regulations,
known as the "safe harbors." These safe harbors set forth provisions that, if
all their applicable requirements are met, will assure healthcare providers and
other parties that they will not be prosecuted under the Anti-Kickback Statute.
The failure of a transaction or arrangement to fit precisely within one or more
safe harbors does not necessarily mean that it is illegal or that prosecution
will be pursued. However, conduct and business arrangements that do not fully
satisfy each applicable element of a safe harbor may result in increased
scrutiny by government enforcement authorities, such as the OIG.
INTERNATIONAL. International sales of medical devices are subject to
foreign governmental regulations, which vary substantially from country to
country. The time required to obtain clearance or approval by a foreign country
may be longer or shorter than that required for FDA clearance or approval, and
the requirements may be different.
The primary regulatory environment in Europe is that of the European
Union, which has adopted numerous directives and has promulgated voluntary
standards regulating the design, manufacture, clinical trials, labeling and
adverse event reporting for medical devices. Devices that comply with the
requirements of a relevant directive will be entitled to bear CE conformity
marking, indicating that the device conforms with the essential requirements of
the applicable directives and, accordingly, can be commercially distributed
throughout the member states of the European Union, and other countries that
comply with or mirror these directives. The method of assessing conformity
varies depending on the type and class of the product, but normally involves a
combination of self-assessment by the manufacturer and a third-party assessment
by a notified body, an independent and neutral institution appointed by a
country to conduct the conformity assessment. This third-party assessment may
consist of an audit of the manufacturer's quality system and specific testing of
the manufacturer's device. Such an assessment is required in order for a
manufacturer to commercially distribute the product throughout these countries.
ISO 9001 and ISO 13845 certifications are voluntary harmonized standards.
Compliance establishes the presumption of conformity with the essential
requirements for a CE Marking.
We have completed preclinical studies that demonstrate the removal of
HIV and Hepatitis C virus from infected human blood. We have also completed
initial animal safety studies, limited human safety studies and are presently
engaged in the in-vitro testing and clinical planning required to support our
IDE submission as outlined in the "Timelines" table below.
The outline and table below describe suggested timelines for the
generation and testing of our current targets. The timelines presuppose the
development of a working relationship with government or private agencies
capable of handling biowarfare agents and refer to calendar year dates.
US CLINICAL TRIALS - IDE:
o Human safety study site selection - Q1 2007
o IDE filing and FDA review: Q1 - Q2 2007
o In-vitro studies at BSL4 Facility to determine appropriate
bioweapon agent target (i.e. Ebola, Marburg, Lassa): Q1 - Q2
2007
o FDA approval of human safety study/protocol - Q2 2007
o Human Safety Study: Q3 2007 through Q1 2008
o PMA - Q2 2008
25
Note that the Hemopurifier(R) technology is applicable to a range of
"Class A" Bio-weapons candidates and that the safety studies noted above begin
the process of determining those which have the largest market potential or
strategic importance. We have estimated the direct costs for performing the
proposed submissions and clinical tests on the above timetable will require at
least $4.1 million through the end of calendar 2008.
----------------------------------------------------------------------------------
2007 2008
---------------------------------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
---------------------------------------------------------------------------------------------------------------
US CLINICAL TRIALS - CHRONIC DISEASES
Pre-IDE Planning Site Selection
IDE Submission IDE
FDA IDE Review Review ------
In-Vitro Studies~Bioterror Target
Ebola~Marburg~Lassa
US Human Safety Study Safety Study --------
Submission of PMA: FDA Review PMA -------------
---------------------------------------------------------------------------------------------------------------
Because we may market our products abroad we will be subject to varying
foreign regulatory requirements. Although international efforts are being made
to harmonize these requirements, applications must currently be made in each
individual country. The data necessary and the review time varies significantly
from one country to another. Approval by the FDA does not ensure approval by the
regulatory bodies of other countries. Any future collaborators will also be
subject to all of the above-described regulations in connection with the
commercialization of products utilizing our technology.
PRODUCT LIABILITY
The risk of product liability claims, product recalls and associated
adverse publicity is inherent in the testing, manufacturing, marketing and sale
of medical products. We have limited clinical trial liability insurance
coverage. There can be no assurance that future insurance coverage will be
adequate or available. We may not be able to secure product liability insurance
coverage on acceptable terms or at reasonable costs when needed. Any liability
for mandatory damages could exceed the amount of our coverage. A successful
product liability claim against us could require us to pay a substantial
monetary award. Moreover, a product recall could generate substantial negative
publicity about our products and business and inhibit or prevent
commercialization of other future product candidates.
SUBSIDIARIES
We have four dormant wholly-owned subsidiaries, Aethlon, Inc., Cell
Activation, Inc., Syngen Research, Inc., and Hemex, Inc.
EMPLOYEES
At March 31, 2007, we had six full-time employees, comprised of our
Chief Executive Officer, our President, our Chief Science Officer, our Chief
Financial Officer, and two research scientists. We utilize, whenever
appropriate, contract and part time professionals in order to conserve cash and
resources. We believe our employee relations are good. None of our employees is
represented by a collective bargaining unit.
DESCRIPTION OF PROPERTIES
We currently rent approximately 3,200 square feet of executive office
space and laboratory space at 3030 Bunker Hill Street, Suite 4000, San Diego,
California 92109 at the rate of $7,744 per month rent, plus approximately $5,000
per month in maintenance and other fees on a lease that expires on July 12,
2007. We anticipate that we will be able to continue our current lease or find
equivalent space with no material difficulty.
26
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The names, ages and positions of our directors and executive officers
as of March 31, 2007 are listed below:
NAMES TITLE OR POSITION AGE
-----------------------------------------------------------------------
James A. Joyce (1) Chairman, President, Chief Executive 45
Officer and Secretary
Harold H. Handley, PhD (2) President 55
Richard H. Tullis, PhD (3) Vice President, Chief Science Officer 62
and Director
James W. Dorst (4) Chief Financial Officer 52
Franklyn S. Barry, Jr. Director 67
Edward G. Broenniman Director 70
(1) Effective June 1, 2001, Mr. Joyce was appointed our President and
Chief Executive Officer, replacing Mr. Barry, who continues as a member of the
board of directors.
(2) Effective July 18, 2006, Dr. Handley was appointed President.
(3) Effective June 1, 2001, Dr. Tullis was appointed as our Chief
Science Officer.
(4) Effective August 1, 2005, Mr. Dorst was appointed Chief Financial
Officer.
Certain additional information concerning the individuals named above
is set forth below. This information is based on information furnished us by
each individual noted.
EXECUTIVE OFFICERS
James A. Joyce, Chairman and CEO
Mr. Joyce is the founder of Aethlon Medical, and has been the Chairman
of the Board and Secretary since March 1999. On June 1, 2001, our Board of
Directors appointed Mr. Joyce with the additional role of CEO. In 1992, Mr.
Joyce founded and was the sole shareholder of James Joyce & Associates, an
organization that provided management consulting and corporate finance advisory
services to CEOs and CFOs of publicly traded companies. Previously, from 1989 to
1991, Mr. Joyce was Chairman and Chief Executive Officer of Mission Labs, Inc.
Prior to that Mr. Joyce was a principal in charge of U.S. operations for London
Zurich Securities, Inc. Mr. Joyce is a graduate of the University of Maryland.
Harold H. Handley, Ph.D., President
Mr. Harold H. Handley has been President of the Company since July
2006. Mr. Handley brings over 20 years experience in management and research in
immunology, biotechnology and medical devices. Mr. Handley has authored or
co-authored over 20 publications and helped developed 15 patents. Prior to
joining Aethlon, Mr. Handley was Executive Vice President and Chief Scientific
Officer for Transvivo, Inc., a privately-held company, from 2000 to 2006. From
1996 to 2000, Mr. Handley was Vaccine Program Director for Maxim
Pharmaceuticals, Inc. Mr. Handley was a co-founder of Idec Limited Partners,
Inc., today known as Biogen Idec, Inc., operating with a market value exceeding
$14 billion. (NasdaqGS:BIIB). Mr. Handley holds a Ph.D in Anatomy and Cell
Biology from University of Virginia and a B.A. in Zoology from the University of
California, Los Angeles.
27
James W. Dorst, Chief Financial Officer
Mr. Dorst brings more than 20 years of senior management experience in
finance, operations, planning and business transactions to the Company. Prior to
joining Aethlon, Mr. Dorst was Vice President of Finance and Operations for
VerdiSoft Corporation, a developmental-stage mobile-software developer acquired
by Yahoo, Inc. (NASDAQ:YHOO). Previously, Mr. Dorst held executive positions as
SVP of Finance and Administration at SeeCommerce; COO/CFO of Omnis Technology
Corp. (now NASDAQ Small Cap: RDTA); CFO and SVP of Information Technology at
Savoir Technology Group, Inc. (acquired by NYSE:AVT). Mr. Dorst practiced as a
Certified Public Accountant with Coopers & Lybrand (PricewaterhouseCoopers) and
holds an MS in Accounting and BS in finance from the University of Oregon.
Richard H. Tullis, Ph.D., Vice President, Chief Science Officer
Dr. Tullis has been Vice President and a director of the Company since
January 2000 and Chief Science Officer since June 2001. Dr. Tullis has extensive
biotechnology management and research experience, and is the founder of Syngen
Research, a wholly-owned subsidiary of Aethlon Medical, Inc. Previously, Dr.
Tullis co-founded Molecular Biosystems, Inc., a former NYSE company. At
Molecular Biosystems, Dr. Tullis was Director of Oligonucleotide Hybridization,
Senior Research Scientist and Member of the Board of Directors. In research, Dr.
Tullis developed and patented the first application of oligonucleotides to
antisense antibiotics and developed new methods for the chemical synthesis of
DNA via methoxy-hosphorochloridites. Dr. Tullis also co-developed the first
applications of covalently coupled DNA-enzyme conjugates using synthetic
oligonucleotides during his tenure at Molecular Biosystems. In 1985, Dr. Tullis
founded, and served as President and CEO of Synthetic Genetics, Inc., a pioneer
in custom DNA synthesis, which was sold to Molecular Biology Resources in 1991.
Dr. Tullis also served as interim-CEO of Genetic Vectors, Inc., which completed
its IPO under his management, and was co-founder of DNA Sciences, Inc., a
company that was eventually acquired by Genetic Vectors. Dr. Tullis received his
Ph.D. in Biochemistry and Cell Biology from the University of California at San
Diego, and has done extensive post-doctoral work at UCSD, USC, and the
University of Hawaii.
Franklyn S. Barry, Jr.
Mr. Barry has over 30 years of experience in managing and building
companies. He was President and Chief Executive Officer of Hemex from April 1997
through May 31, 2001 and our President and CEO from March 10, 1999 to May 31,
2001. He became a director of Aethlon Medical on March 10, 1999. From 1994 to
April 1997, Mr. Barry was a private consultant. Included among his prior
experiences are tenures as President of Fisher-Price and as co-founder and CEO
of Software Distribution Services, which today operates as Ingram Micro, an
international distributor of personal computer products. Mr. Barry serves on the
Board of Directors of Merchants Mutual Insurance Company.
Edward G. Broenniman
Mr. Broenniman became a director of Aethlon Medical on March 10, 1999.
Mr. Broenniman has 35 years of management and executive experience with
high-tech, privately-held growth firms where he has served as a CEO, COO, or
corporate advisor, using his expertise to focus management on increasing
profitability and stockholder value. He is the Managing Director of The Piedmont
Group, LLC, a venture advisory firm. Mr. Broenniman served on the Board of
Directors of publicly-traded QuesTech (acquired by CACI International), and
currently serves on the Boards of four privately-held firms. His nonprofit
Boards are the Dingman Center for Entrepreneurship's Board of Advisors at the
University of Maryland, the National Association of Corporate Directors,
National Capital Chapter and the Board of the Association for Corporate Growth,
National Capital Chapter.
Our Board of Directors has the responsibility for establishing broad
corporate policies and for overseeing our overall performance. Members of the
Board are kept informed of our business activities through discussions with the
CEO and other officers, by reviewing analyses and reports sent to them, and by
participating in Board and committee meetings. Our bylaws provide that each of
the directors serves for a term that extends to the next Annual Meeting of
Shareholders of the Company.
28
Upon the recommendation of our Compensation Committee, in February
2005, we adopted our 2005 Directors Compensation Program (the "Directors
Compensation Program") which advances our interest by helping us to obtain and
retain the services of outside directors services upon whose judgment,
initiative, efforts and/or services we are substantially dependent, by offering
to or providing those persons with incentives or inducements affording such
persons an opportunity to become owners of our capital stock. Under the
Directors Compensation Program, a newly elected director will receive a one time
grant of a non-qualified stock option of 1.5% of the common stock outstanding at
the time of election. The options will vest one-third at the time of election to
the board and the remaining two-thirds will vest equally at year end over three
years. Additionally, each director will also receive an annual $25,000
non-qualified stock option retainer, $15,000 of which is to be paid at the first
of the year to all directors who are on the Board prior to the first meeting of
the year and a $10,000 retainer will be paid if a director attends 75% of the
meetings either in person, via conference call or other electronic means. The
exercise price for the options under the Directors Compensation Program will
equal the average closing of the last ten (10) trading days prior to the date
earned.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during the 2006 fiscal year.
In addition, action was taken by the Board of Directors by unanimous written
consent in lieu of a meeting 5 times. Each director attended all of the meetings
of the Board, with the exception of Mr. Leung who missed one meeting, during the
fiscal year ended March 31, 2006.
COMMUNICATIONS WITH MEMBERS OF THE BOARD OF DIRECTORS
The Board of Directors has not established a formal process for
shareholders to send communications to its members. Any shareholder may send a
communication to any member of the Board of Directors, in care of the Company's
address, 3030 Bunker Hill Street, Suite 400, San Diego, CA 92109. The Company
will forward any such communication to the Board member. If the shareholder
would like the communication to be confidential, it should be so marked.
ATTENDANCE OF BOARD MEMBERS AT ANNUAL SHAREHOLDERS' MEETING
With the exception of Mr. James A. Joyce, who is required to attend our
Annual Meeting, we do not currently have a policy with regard to attendance by
the remaining members of the Board of Directors. All members of the Board of
Directors attended the previous Annual Meeting of our shareholders.
AUDIT COMMITTEE
The Audit Committee is responsible for recommending to the Board of
Directors the selection of independent public accountants to audit the Company's
books and records annually, to discuss with the independent auditors and
internal auditors the scope and results of any audit, to review and approve any
nonaudit services performed by the Company's independent auditing firm, and to
review certain related party transactions. The members of the Audit Committee
are Franklyn Barry and Edward Broenniman who are independent directors as
defined under Nasdaq Rule4200(a)(14). Mr. Barry is the Chairman of the Audit
Committee.
The Audit Committee met four times in the 2006 fiscal year. The Audit Committee
oversees our financial reporting process on behalf of the Board of Directors.
The Board has determined that
the Audit Committee does not have a designated financial expert serving on the
Committee but the Board believes that its current members have the sufficient
knowledge and experience necessary to fulfill the duties and obligations.
COMPENSATION COMMITTEE
The members of the Compensation Committee are Franklyn Barry and Edward
Broenniman, our independent directors. The Compensation Committee does not
operate under a charter.
NOMINATING COMMITTEE
The Board of Directors does not have a Nominating Committee.
FAMILY RELATIONSHIPS
29
There are no family relationships between or among the directors,
executive officers or persons nominated or charged by us to become directors or
executive officers.
There are no arrangements or understandings between any two or more of
our directors or executive officers. There is no arrangement or understanding
between any of our directors or executive officers and any other person pursuant
to which any director or officer was or is to be selected as a director or
officer, and there is no arrangement, plan or understanding as to whether
non-management shareholders will exercise their voting rights to continue to
elect the current board of directors. There are also no arrangements, agreements
or understanding between non-management shareholders that may directly or
indirectly participate in or influence the management of our affairs.
INVOLVEMENT IN LEGAL PROCEEDINGS
To the best of our knowledge, during the past five years, none of the
following occurred with respect to a present or former director or executive
officer of the Company: (1) any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (2) any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses); (3) being
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of any competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and (4) being found
by a court of competent jurisdiction (in a civil action), the SEC or the
Commodities Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.
CODE OF ETHICS
On February 23, 2005, the Board of Directors approved a "Code of
Business Conduct and Ethics."
EXECUTIVE COMPENSATION
The following table sets forth compensation information for services
rendered to us by our executive officers (collectively, the Company's "Named
Executive Officers") in all capacities, other than as directors, during each of
the prior two fiscal years. The following table summarizes all compensation for
fiscal year 2006 received by our Chief Executive Officer, Chief Science Officer,
Chief financial Officer and President. The following information includes the
dollar value of base salaries, bonus awards, stock awards granted and certain
other compensation, if any, whether paid or deferred.
SUMMARY COMPENSATION TABLE
NON-EQUITY NONQUALIFIED
INCENTIVE DEFERRED ALL
STOCK OPTION PLAN COMPENSATION OTHER
NAMED EXECUTIVE OFFICER AWARDS AWARDS COMPENSATION EARNINGS COMP. TOTAL
AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) ($) (6) ($) ($) ($) ($)
--------------------------- ------- ------------- ---------- ------- ----------- ------------- ------------ ------ ----------
James A. Joyce (1) 2006 $ 224,712 $ -- $ -- $ 300,000 $ -- $ -- $ -- $ 524,712
CHIEF EXECUTIVE OFFICER
Richard H. Tullis, Ph.D (2) 2006 $ 165,000 $ -- $ -- $ -- $ -- $ -- $ -- $ 165,000
VICE PRESIDENT AND CHIEF
SCIENCE OFFICER
James W. Dorst (3) 2006 $ 93,750 (4) $ -- $ -- $ 57,000 $ -- $ -- $ -- $ 150,750
CHIEF FINANCIAL OFFICER
Harold H. Handley, Ph.D (5) 2006 NA $ -- $ -- $ -- $ -- $ -- $ -- --
PRESIDENT
30
(1) The aggregate number of stock awards and stock option awards issued to Mr.
Joyce and outstanding as of March 31, 2006 is 0 and 5,088,245.
(2) The aggregate number of stock awards and stock option awards issued to Dr.
Tullis and outstanding as of March 31, 2006 is 0 and 2,014,350.
(3) The aggregate number of stock awards and stock option awards issued to Mr.
Dorst and outstanding as of March 31, 2006 is 0 and 500,000.
(4) Mr. Dorst was appointed Chief Financial Officer August 1, 2005. Mr. Dorst
receives an annual salary of $150,000.
(5) Harold H. Handley was appointed President on July 18, 2006. Mr. Handley
receives an annual salary of $180,000 and was granted nonqualified stock options
to purchase 500,000 shares of common stock at an exercise price equal to the
fair market value of the stock on the date of grant.
(6) Represents the grant date fair value of the stock option awards, calculated
pursuant to FAS 123R.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table summarizes the amount of our executive officers'
equity-based compensation outstanding at the fiscal year ended March 31, 2006.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
---------------------------------------------------------------------------------------------------
OPTIONS AWARDS
-------------------------------------------------------------------------
NAME NUMBER OF NUMBER OF EQUITY OPTION OPTION
INCENTIVE
PLAN AWARDS;
NUMBER OF
SECURITIES SECURITIES SECURITIES
UNDERLYING UNDERLYING UNDERLYING
UNEXERCISED UNEXERCISED UNEXERCISED
OPTIONS OPTIONS UNEARNED EXERCISE EXPIRATION
EXERCISABLE UNEXERCISABLE OPTIONS PRICE DATE
------------------------- -------------- -------------- -------------- -------------- -------------
(#) (#) (#) ($)
James A. Joyce 1,115,550 -- -- $0.38 02/23/10
557,775 -- -- $0.38 12/31/10
557,775 -- -- $0.38 12/31/11
2,857,143 -- -- $0.21 09/09/15
Richard H. Tullis 30,000 -- -- $2.56 12/31/10
250,000 -- -- $1.90 03/12/12
867,175 -- -- $0.38 02/23/10
433,588 -- -- $0.38 12/31/10
433,587 -- -- $0.38 12/31/11
James W. Dorst 500,000 500,000 -- $0.23 08/01/08
STOCK AWARDS
---------------- ----------------- ---------------- -----------------
EQUITY
EQUITY INCENTIVE PLAN
INCENTIVE PLAN AWARDS: MARKET
AWARDS: NUMBER OR PAYOUT VALUE
NUMBER OF OF UNEARNED OF UNEARNED
SHARES OR MARKET VALUE OF SHARES, UNITS SHARES, UNITS
UNITS OF STOCK SHARES OR UNITS OR OTHER OR OTHER RIGHTS
THAT HAVE NOT THAT HAVE NOT RIGHTS THAT THAT HAVE NOT
NAME VESTED VESTED HAVE NOT VESTED VESTED
------------------------------ ---------------- ----------------- ---------------- -----------------
(#) ($) (#) ($)
James A. Joyce -- $ -- -- $ --
Richard H. Tullis, Ph.D -- $ -- -- $ --
James W. Dorst -- $ -- -- $ --
31
AGGREGATED OPTION EXERCISES DURING FISCAL 2006 AND FISCAL YEAR-END OPTION TABLE
The following table summarizes information regarding stock options
exercised by the Named Executive Officers in fiscal 2006 and the value of
unexercised "in-the-money" options they held at March 31, 2006.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT MARCH 31, 2006 AT MARCH 31, 2006 (4)
-------------------------- --------------------------
SHARES OF
COMMON STOCK
ACQUIRED ON
NAME EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------------- ------------ --------------- ----------- ------------- ----------- -------------
(#) ($) (#) (#) ($) ($)
James A. Joyce (1) -- -- 4,530,468 557,775 $ 2,433,816 $ 239,843
Richard H. Tullis, Ph.D (2) -- -- 1,580,763 433,587 $ 559,328 $ 186,442
James W. Dorst (3) -- -- -- 500,000 $ -- $ 290,000
(1) 2,231,100 stock options granted on February 23, 2005, with
1,115,550 options vesting on the grant date, 557,775 options vesting on December
31, 2005 and 557,775 options vesting on December 31, 2006. The remaining
2,857,143 were granted on September 9, 2005 in exchange for $300,000 in accrued
salary and vested immediately upon grant.
(2) 30,000 options granted in March 2001 and 250,000 options granted in
March 2002, both fully vested on March 31, 2006. The remaining 1,734,350 options
were granted on February 23, 2005, with 867,175 options vesting on the grant
date, 433,588 options vesting On December 31, 2005 and 433,587 options vesting
on December 31, 2006.
(3) 500,000 options granted August 1, 2005 with one-third of the grant
total vesting on each annual anniversary of the grant date.
(4) In-the-money options represent unexercised options having a
per-share exercise price below $0.81, the closing price of our common stock at
March 31, 2006. The value of the unexercised in-the-money options multiplied by
the excess of $0.81 over the per-share exercise prices of the options. The value
of the unexercised in-the-money options may never be realized by the option
holders.
EMPLOYMENT AGREEMENTS
We entered into an employment agreement with Mr. Joyce effective April
1, 1999. Effective June 1, 2001, Mr. Joyce was appointed President and Chief
Executive Officer and his base annual salary was increased from $120,000 to
$180,000. Effective January 1, 2005, Mr. Joyce's salary was increased from
$180,000 to $205,000 per year. Effective April 1, 2006, Mr. Joyce's salary was
increased from $205,000 to $240,000 per year. Under the terms of the agreement,
his employment continues at a salary of $240,000 per year for successive one
year periods, unless given notice of termination 60 days prior to the
anniversary of his employment agreement.
We entered into an employment agreement with Dr. Tullis effective
January 10, 2000. Effective June 1, 2001, Dr. Tullis was appointed our Chief
Science Officer of the Company. His compensation under the agreement was
modified in June 2001 from $80,000 to $150,000 per year. Effective January 1,
2005, Dr. Tullis' salary was increased from $150,000 to $165,000 per year.
Effective April 1, 2006, Dr. Tullis' salary was increased from $165,000 to
$180,000 per year. Under the terms of the agreement, his employment continues at
a salary of $180,000 per year for successive one-year periods, unless given
notice of termination 60 days prior to the anniversary of his employment
agreement.
32
Both Mr. Joyce's and Dr. Tullis' agreements provide for health
insurance and disability benefits, one year of severance pay if their employment
is terminated by us without cause or due to change in our control before the
expiration of their agreements, and allow for bonus compensation and stock
option grants as determined by our Board of Directors. Both agreements also
contain restrictive covenants preventing competition with us and the use of
confidential business information, except in connection with the performance of
their duties for the Company, for a period of two years following the
termination of their employment with us.
Effective August 1, 2005, Mr. Dorst was appointed our Chief Financial
Officer. Mr. Dorst is paid an annual salary of $150,000. He was also granted
five-year options to purchase 500,000 shares of common stock at $0.23 per share,
vesting over three years.
Effective July 18, 2006, Dr. Handley was appointed our President. Dr.
Handley is paid an annual salary of $180,000. He was also granted ten-year
options to purchase 500,000 shares of common stock at $0.27 per share, vesting
over three years.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth selected information, computed as of
March 27, 2007, about the amount of shares of common stock beneficially owned
by: each of our "EXECUTIVE OFFICERS" (defined as our President, Secretary, Chief
Financial Officer or Treasurer, any vice-president in charge of a principal
business function, such as sales, administration or finance, or any other person
who performs similar policy making functions for our company); each of our
directors; each person known to us to own beneficially more than 5% of any class
of our securities; and the group comprised of our current directors and
executive officers.
Except as otherwise noted in the footnotes below, the entity,
individual Director or Executive Officer has sole voting and investment power
over such securities.
COMMON
(VOTING)
NAME AND ADDRESS OF BENEFICIAL OWNERS (1) (2) AMOUNT %(3)
Ellen R. Weiner Family Revocable Trust (4)(7) 9,418,166 9.90%(11)
10645 N. Tatum Blvd. Suite 200-166
Phoenix, Arizona 85028
James A. Joyce (5)(6)(7)(8) 5,688,243 15.13%
Estate of Allan S. Bird (4)(7) 2,696,877 9.90%(11)
PO Box 371179
Las Vegas, Nevada 89137
Richard H. Tullis (5)(6)(7)(9) 2,072,350 6.00%
Phillip A. Ward 2,060,965 6.16%
P.O. Box 3322
Rancho Santa Fe, CA 92067 (7)
Calvin M. Leung (10)(7) 1,985,859 6.11%
P.O. Box 2366
Costa Mesa, CA 92628
Fusion Capital Fund II, LLC (11) 2,514,343 7.73%
222 Merchandise Mart Plaza, Suite 9-112
Chicago, IL 60654
Edward G. Broenniman (6)(12) 755,924 2.29%
Franklyn S. Barry, Jr. (6)(13) 523,010 1.58%
James W. Dorst (5)(14) 500,000 1.51%
Harold H. Handley (5)(15) 500,000 1.51%
Directors and executive officers, as a group (6 10,039,527 23.59%
members)
33
(1) Beneficial ownership is determined in accordance with Rule 13d-3 under
the Securities Exchange Act and is generally determined by voting power
and/or investment power with respect to securities. Except as indicated
by footnote and subject to community property laws where applicable,
the Company believes the persons named in the table above have sole
voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them. Unless otherwise indicated, the
address of each shareholder is 3030 Bunker Hill Street, Suite 4000, San
Diego, CA 92109.
(2) A person is deemed to be the beneficial owners of securities that can
be acquired by such person within 60 days from March 27, 2007 upon the
exercise of warrants or options. Each beneficial owner's percentage
ownership is determined by assuming that options and warrants that are
held by such person (but not those held by any other person) and that
are exercisable within 60 days from March 17, 2007 have been exercised.
(3) Assumes 32,518,548 shares of Common Stock outstanding at March 27,
2007.
(4) Includes shares issuable upon conversion of $985,000 of convertible
notes and associated warrants which would be issued in the event and at
such time as such notes are converted into restricted shares of common
stock. Includes convertible notes held by both the Ellen R. Weiner
Family Revocable Trust and the Estate of Allan S. Bird. Mr. Bird was
Ms. Weiner's father-in-law. Neither the Trust nor the Estate is
entitled to convert Convertible Promissory Notes or associated Warrants
to the extent that such conversion or exercise would cause the
aggregate number of shares of common stock beneficially owned by either
of them to exceed 9.9% of the outstanding shares of the common stock
following such exercise. The Ellen R. Weiner Family Trust disclaims any
beneficial ownership of Mr. Bird's notes, associated warrants and
underlying common stock. The Estate of Mr. Bird disclaims any
beneficial ownership of such Trust's notes and associated warrants.
(5) Executive officer.
(6) Director.
(7) More-than-5% shareholder.
(8) Includes options to purchase 2,231,100 restricted common shares at
$0.38 and options to purchase 2,857,143 restricted common shares at
$0.21.
(9) Includes 250,000 stock options exercisable at $1.90 per share , 30,000
stock options exercisable at $2.56 per share and 1,734,350 stock
options with an exercise price of $0.38 per share.
(10) Includes all shares owned by members of Mr. Leung's family and related
entities.
(11) Steven G. Martin and Joshua B. Scheinfeld, the principals of Fusion
Capital, are deemed to be beneficial owners of all of the shares of
common stock owned by Fusion Capital. Messrs. Martin and Scheinfeld
have shared voting and disposition power over the shares being offered
under this prospectus.
(12) Includes 53,885 common shares owned by Mr. Broenniman's wife and
options to purchase 2,500 shares at an exercise price of $3.00, 3,000
shares at an exercise price of $1.78 and 514,550 shares at an exercise
price of $0.38.
(13) Includes 1,867 stock options with an exercise price of $1.84 and
514,550 stock options with an exercise price of $0.38.
(14) Includes 500,000 stock options with an exercise price of $0.23.
(15) Includes 500,000 stock options with an exercise price of $0.27.
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Described below are certain transactions or series of
transactions between us and our executive officers, directors and the beneficial
owners of 5% or more of our common stock, on an as converted basis, and certain
persons affiliated with or related to these persons, including family members,
in which they had or will have a direct or indirect material interest in an
amount that exceeds the lesser of $120,000 or 1% of the average of our total
assets as of year-end for the last three completed fiscal years, other than
compensation arrangements that are otherwise required to be described under
"Executive Compensation."
34
Certain of our officers and other related parties have advanced us
funds, agreed to defer compensation or paid expenses on our behalf to cover
short-term working capital deficiencies in the aggregate amount of approximately
$ 984,530. Of this amount, we owe Mr. Barry a total of approximately $265,800,
for deferred salary and consulting fees from pre-merger in 1999 through May 2003
and approximately $15,000 from accrued medical benefits. We owe approximately $
38,500 to James Joyce and Associates, a company founded by our current Chief
Executive Officer, for deferred consulting fees on services provided prior to
our merger in 1999. We previously repaid Mr. Barry a total of $ 55,000 in cash.
Additionally, we owe John Murray, our former Chief Financial Officer, a total of
approximately $25,000 for deferred salary and medical benefits for services
rendered from September 2000 through May 2001. We owe Robert S. Stefanovich, a
former Chief Financial Officer, a total of approximately $ 60,689 for deferred
salary, vacation and medical benefits for services rendered from July 2001 until
July 2002. Additionally, we owe Dr. Clara Ambrus, the founder of Hemex, Inc.,
approximately $190,500 for services rendered from pre-merger in 1999 through
March 2002. We owe Edward Broenniman, a board member, and Linda Broenniman, his
wife, an aggregate of approximately $ 129,310 for services rendered prior to our
merger in 1999 and for unpaid expenses and advances to Hemex, Inc. prior to the
merger with Aethlon Media. Mr. Broenniman was repaid a total of $ 45,000 against
this debt. On September 9, 2005, as previously disclosed on Form 8-K, we issued
a stock option to acquire 2,857,143 stock option to our CEO and Chairman, James
A. Joyce, in satisfaction of $300,000 in previously accrued payroll expense.
These non interest-bearing liabilities have been included as due to related
parties in the accompanying financial statements.
We believe that the related party transactions above, due to their
related party nature, are not necessarily on terms that would have been obtained
from unaffiliated third parties.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
The following discussion of our consolidated financial condition and
results of operations should be read in conjunction with our consolidated
financial statements and their explanatory notes appearing elsewhere in this
prospectus.
Certain statements contained herein that are not related to historical
results, including, without limitation, statements regarding the Company's
business strategy and objectives, future financial position, expectations about
pending litigation and estimated cost savings, are forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Securities Exchange Act") and
involve risks and uncertainties. Although we believe that the assumptions on
which these forward-looking statements are based are reasonable, there can be no
assurance that such assumptions will prove to be accurate and actual results
could differ materially from those discussed in the forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, regulatory policies, competition from other similar businesses, and
market and general economic factors. All forward-looking statements contained in
this prospectus are qualified in their entirety by this statement.
PLAN OF OPERATION
The Company's current plan of operation is to fund our anticipated
increased research and development activities and operations for the near future
through the common stock purchase agreement in place with Fusion Capital,
whereby Fusion Capital has committed to buy up to an additional $6,000,000 of
our common stock over a 25-month period that will commence initially upon the
filing of and, in the future, upon the declared effectiveness of this
registration statement. No assurance can be given that we will receive funds
under our agreement with Fusion Capital. Based on our projections of additional
resources required for operations and to complete research, development and
testing associated with our Hemopurifier(R) products, we anticipate that these
funds will satisfy our cash requirements, including this anticipated increase in
operations, in excess of the next twelve months. However, due to market
conditions and to assure availability of funding for operations in the long
term, we plan to arrange for additional funding, subject to acceptable terms,
during the next twelve months.
35
The Company is a development stage medical device company that has not
yet engaged in significant commercial activities. The primary focus of our
resources is the advancement of our proprietary Hemopurifier(R) platform
treatment technology, which is designed to rapidly reduce the presence of
infectious viruses and toxins in human blood. Our focus is to prepare our
Hemopurifier(R) to treat chronic viral conditions, acute viral conditions and
viral-based bioterror threats in human clinical trials.
The Company plans to continue research and development activities
related to our Hemopurifier(R) platform technology, with particular emphasis on
the advancement of our treatment for "Category A" pathogens as defined by the
Federal Government under Project Bioshield and the All Hazards Preparedness Act
of 2006. The Company has filed an Investigational Device Exemption ("IDE") with
the FDA in order to proceed with Human safety studies of the Hemopurifier(R).
Such studies, complemented by planned in-vivo and appropriate animal in-vitro
studies should allow the Company to proceed to Premarket Approval ("PMA")
process. The PMA process is the last major FDA hurdle in determining the safety
and effectiveness of Class III medical Devices (of which the Hemopurifier(R) is
one).
Management anticipates continuing to increase spending on research and
development over the next 12 months. Additionally, associated with the Company's
anticipated increase in research and development expenditures, we anticipate
purchasing additional amounts of equipment during this period to support our
laboratory and testing operations. Operations to date have consumed substantial
capital without generating revenues, and will continue to require substantial
and increasing capital funds to conduct necessary research and development and
pre-clinical and clinical testing of our Hemopurifier(R) products, as well as
market any of those products that receive regulatory approval. The Company does
not expect to generate revenue from operations for the foreseeable future, and
our ability to meet our cash obligations as they become due and payable is
expected to depend for at least the next several years on our ability to sell
securities, borrow funds or a combination thereof. Future capital requirements
will depend upon many factors, including progress with pre-clinical testing and
clinical trials, the number and breadth of our clinical programs, the time and
costs involved in preparing, filing, prosecuting, maintaining and enforcing
patent claims and other proprietary rights, the time and costs involved in
obtaining regulatory approvals, competing technological and market developments,
as well as management's ability to establish collaborative arrangements,
effective commercialization, marketing activities and other arrangements. The
Company expects to continue to incur increasing negative cash flows and net
losses for the foreseeable future.
OFF BALANCE SHEET ARRANGEMENTS
We have not entered into any off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources and would be
considered material to investors.
LEGAL PROCEEDINGS
We may be involved from time to time in various claims, lawsuits,
disputes with third parties or breach of contract actions incidental to the
normal course of business operations. We are not aware of any material pending
legal proceedings involving our Company.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital consists of 100,000,000 shares of common stock,
par value $.001 per share (these shares are referred to in this prospectus as
"Common Shares"). As of March 27, 2007, there were issued and outstanding
32,518,548 common shares.
36
COMMON SHARES
Our common shareholders are entitled to one vote per share on all
matters to be voted upon by those shareholders. Upon the liquidation,
dissolution, or winding up of our Company, our common shareholders will be
entitled to share ratably in all of the assets which are legally available for
distribution, after payment of all debts and other liabilities. Our common
shareholders have no preemptive, subscription, redemption or conversion rights.
All of our currently outstanding common shares are, and all of our common shares
offered for sale under this prospectus will be, validly issued, fully paid and
non-assessable.
OPTIONS AND WARRANTS CONVERTIBLE INTO COMMON SHARES
As of March 27, 2007, there were outstanding common share purchase
options entitling the holders to purchase 9,204,060 common shares at a weighted
average exercise price of $0.39 per share and warrants entitling the holders to
purchase up to 10,850,249 common shares at a weighted average exercise price of
$0.31 per share.
EQUITY COMPENSATION PLANS
SUMMARY EQUITY COMPENSATION PLAN DATA
The following table sets forth information compiled on an aggregate
basis as of March 15, 2007 with respect to the various equity compensation
plans, including stand-alone compensation arrangements, under which we have
granted or are authorized to issue equity securities to employees or
non-employees in exchange for consideration in the form of goods or services:
NUMBER OF NUMBER OF SECURITIES
SECURITIES WEIGHTED- REMAINING AVAILABLE FOR
TO BE AVERAGE FUTURE ISSUANCE UNDER
ISSUED UPON EXERCISE PRICE EQUITY COMPENSATION PLANS
EXERCISE OF OF OUTSTANDING (EXCLUDING SECURITIES TO
OUTSTANDING OPTIONS, BE ISSUED UPON EXERCISE
OPTIONS, WARRANTS OF OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS WARRANTS AND RIGHTS) (3)
PLAN CATEGORY OR RIGHTS(1)(2)
---------------------------------------------------------------------------------------------------
Equity compensation plans approved
by shareholders: 32,500 $ 2.65 467,500
Equity compensation plans not
approved by shareholders(1): 9,171,560 $0.39 N/A
-------------------------------------------------------------
Total 9,204,060 $0.39 467,500
-------------------------------------------------------------
(1) The description of the material terms of non-plan issuances of equity
instruments is discussed in Notes 1 and 8 of the accompanying
consolidated financial statements for the fiscal year ended March 31,
2006.
(2) Net of equity instruments forfeited, exercised or expired.
(3) This column does not include 75,940 shares of common stock that remain
to be issued under the 2003 Consultant Stock Plan.
DESCRIPTION OF EQUITY COMPENSATION PLANS
37
2000 STOCK OPTION PLAN
Our 2000 Stock Option Plan (the "Plan"), adopted by the Company in
August 2000, provides for the grant of incentive stock options ("ISOs") to
full-time employees (who may also be Directors) and nonstatutory stock options
("NSOs") to non-employee Directors, consultants, customers, vendors or providers
of significant services. The exercise price of any ISO may not be less than the
fair market value of the Common Stock on the date of grant or, in the case of an
optionee who owns more than 10% of the total combined voting power of all
classes of our outstanding stock, not be less than 110% of the fair market value
on the date of grant. The exercise price, in the case of any NSO, must not be
less than 75% of the fair market value of the Common Stock on the date of grant.
The amount reserved under the Plan is 500,000 shares of common stock issuable
under options. As of March 21, 2007, there are 32,500 options issued under the
Plan.
CONSULTANT STOCK PLAN
Our 2003 Consultant Stock Plan (the "Stock Plan"), adopted by the
Company in August 2003, advances our interests by helping us obtain and retain
the services of persons providing consulting services whose judgment,
initiative, efforts and/or services we are substantially dependent. Consultants
or advisors are eligible to receive grants under the plan program only if they
are natural persons providing bona fide consulting services to us, with the
exception of any services they may render in connection with the offer and sale
of our securities in a capital-raising transaction, or which may directly or
indirectly promote or maintain a market for our securities.
We reserved a total of 1,000,000 common shares for issuance under the
Stock Plan in March 2004. In August 2005, we amended our 2003 Consultant Stock
Plan to increase the number of shares of common stock issuable pursuant to the
Stock Plan to 3,000,000 shares of common stock. The Stock Plan provides for the
grants of common stock. No awards may be issued after the ten year anniversary
of the date we adopted the Stock Plan, the termination date for the plan.
On March 29, 2004, we filed with the SEC a registration statement on
Form S-8 for the purpose of registering 1,000,000 common shares issuable under
the Stock Plan under the Securities Act of 1933. On August 29, 2005 we filed
with the SEC an amendment to the registration statement on Form S-8 for the
purpose of registering an additional 2,000,000 shares of common stock issuable
under the amended Stock Plan. As of March 21, 2007, we have issued 2,924,060
shares under the Stock Plan.
STAND-ALONE GRANTS
From time to time our board of directors grants common share purchase
options or warrants to selected directors, officers, employees, consultants and
advisors in payment of goods or services provided by such persons on a
stand-alone basis outside of any of our formal stock plans. The terms of these
grants are individually negotiated.
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
DESCRIPTION OF MARKET
Our common shares are currently quoted on the OTCBB under the symbol "AEMD."
Our Common Stock has had a limited and sporadic trading history. The following
table sets forth the quarterly high and low bid prices for our common shares on
the OTCBB for the periods indicated. The prices set forth below represent
inter-dealer quotations, without retail markup, markdown or commission and may
not be reflective of actual transactions.
38
BID PRICE
-----------------------
PERIOD HIGH LOW
-----------------------------------------------------------------------------
2006:
Fourth Quarter $ 0.84 $ 0.25
Third Quarter 0.34 0.19
Second Quarter 0.84 0.32
First Quarter 0.98 0.26
2005:
Fourth Quarter 0.77 0.21
Third Quarter 0.25 0.18
Second Quarter 0.33 0.22
First Quarter 0.52 0.25
2004:
Fourth Quarter 1.00 0.46
Third Quarter 0.95 0.44
Second Quarter 1.80 0.48
First Quarter 4.25 0.37
There are approximately 1,800 record holders of our Common Stock at
March 16, 2007. The number of registered shareholders includes an estimate of
the number of beneficial owners of common shares held in street name. The
transfer agent and registrar for our common stock is Computershare Trust
Company, located in Denver, Colorado.
DIVIDEND POLICY
We have never paid any cash dividends on our common shares, and we do
not anticipate that we will pay any dividends with respect to those securities
in the foreseeable future. Our current business plan is to retain any future
earnings to finance the expansion and development of our business. Any future
determination to pay cash dividends will be at the discretion of our board of
directors, and will be dependent upon our financial condition, results of
operations, capital requirements and other factors as our board may deem
relevant at that time.
THE SELLING SHAREHOLDER
The following table presents information regarding the selling shareholder.
Neither the selling shareholder nor any of its affiliates has held a position or
office, or had any other material relationship, with us.
------------------------- -------------------- --------------------------- --------------- ---------------------------
Shares Percentage of Outstanding Shares to be Percentage of Outstanding
Beneficially Owned Shares Beneficially Owned Sold in the Shares Beneficially Owned
Selling Shareholder Before Offering Before Offering (1) Offering After Offering
------------------------- -------------------- --------------------------- --------------- ---------------------------
Fusion Capital Fund II,
LLC (1) (2) 2,514,343 7.73% 8,383,333 *
------------------------- -------------------- --------------------------- --------------- ---------------------------
* Less than 1%.
(1) As of the date hereof, 2,383,333 shares of our common stock have been
acquired by Fusion Capital under the common stock purchase agreement
and 131,010 shares previously purchased by Fusion Capital. Fusion
Capital may acquire up to an additional 6,000,000 shares under the
common stock purchase agreement. Percentage of outstanding shares is
based on 32,518,548 shares of common stock outstanding as of March 27,
2007, together with such additional 6,000,000 shares of common stock
that may be acquired by Fusion Capital from us under the common stock
purchase agreement after the date hereof.
39
(2) Steven G. Martin and Joshua B. Scheinfeld, the principals of Fusion
Capital, are deemed to be beneficial owners of all of the shares of
common stock owned by Fusion Capital. Messrs. Martin and Scheinfeld
have shared voting and disposition power over the shares being offered
under this prospectus.
PLAN OF DISTRIBUTION
The common stock offered by this prospectus is being offered by Fusion
Capital Fund II, LLC, the selling shareholder. The common stock may be sold or
distributed from time to time by the selling shareholder directly to one or more
purchasers or through brokers, dealers, or underwriters who may act solely as
agents at market prices prevailing at the time of sale, at prices related to the
prevailing market prices, at negotiated prices, or at fixed prices, which may be
changed. The sale of the common stock offered by this Prospectus may be effected
in one or more of the following methods:
o ordinary brokers' transactions;
o transactions involving cross or block trades;
o through brokers, dealers, or underwriters who may act solely as
agents
o "at the market" into an existing market for the common stock;
o in other ways not involving market makers or established business
markets, including direct sales to purchasers or sales effected
through agents;
o in privately negotiated transactions; or
o any combination of the foregoing.
In order to comply with the securities laws of certain states, if
applicable, the shares may be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in the state or an exemption
from the registration or qualification requirement is available and complied
with.
Brokers, dealers, underwriters, or agents participating in the
distribution of the shares as agents may receive compensation in the form of
commissions, discounts, or concessions from the selling shareholder and/or
purchasers of the common stock for whom the broker-dealers may act as agent. The
compensation paid to a particular broker-dealer may be less than or in excess of
customary commissions.
Fusion Capital is an "underwriter" within the meaning of the Securities
Act.
Neither we nor Fusion Capital can presently estimate the amount of
compensation that any agent will receive. We know of no existing arrangements
between Fusion Capital, any other shareholder , broker, dealer, underwriter, or
agent relating to the sale or distribution of the shares offered by this
Prospectus. At the time a particular offer of shares is made, a prospectus
supplement, if required, will be distributed that will set forth the names of
any agents, underwriters, or dealers and any compensation from the selling
shareholder, and any other required information.
We will pay all of the expenses incident to the registration, offering,
and sale of the shares to the public other than commissions or discounts of
underwriters, broker-dealers, or agents. We have also agreed to indemnify Fusion
Capital and related persons against specified liabilities, including liabilities
under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers, and controlling persons, we have been
advised that in the opinion of the SEC this indemnification is against public
policy as expressed in the Securities Act and is therefore, unenforceable.
Fusion Capital and its affiliates have agreed not to engage in any
direct or indirect short selling or hedging of our common stock during the term
of the common stock purchase agreement.
40
We have advised Fusion Capital that while it is engaged in a
distribution of the shares included in this Prospectus it is required to comply
with Regulation M promulgated under the Securities Exchange Act of 1934, as
amended. With certain exceptions, Regulation M precludes the selling
shareholder, any affiliated purchasers, and any broker-dealer or other person
who participates in the distribution from bidding for or purchasing, or
attempting to induce any person to bid for or purchase any security which is the
subject of the distribution until the entire distribution is complete.
Regulation M also prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security. All of
the foregoing may affect the marketability of the shares offered hereby this
Prospectus.
This offering will terminate on the date that all shares offered by
this Prospectus have been sold by Fusion Capital.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
The report of Squar, Milner, Peterson, Miranda & Williamson, LLP on our
financial statements as of and for the years ended March 31, 2006, 2005 and 2004
did not contain an adverse opinion, or a disclaimer of opinion.
TRANSFER AGENT
The transfer agent for our common shares is Computershare Trust
Company, Inc., 350 Indiana Street, Suite 800, Golden, Colorado 80401. We act as
our own transfer agent with regard to our outstanding common share purchase
options and warrants.
LEGAL MATTERS
The validity of the issuance of the common shares to be sold by the
selling shareholder under this prospectus was passed upon for our company by
Richardson & Patel LLP. As of March 15, 2007, Richardson & Patel LLP owns a
warrant to purchase 225,000 shares with an exercise price of $0.76.
Additionally, partners of Richardson & Patel LLP own 221,372 shares of common
stock. The shares and warrant were issued to Richardson & Patel LLP as payment
for services rendered in connection with the representation of Aethlon Medical
in our financings and this registration statement. Additionally, Erick E.
Richardson and Nimish Patel, the principals of Richardson & Patel LLP own a
warrant to purchase 113,636 shares with an exercise price of $0.76 through RP
Capital, LLP.
EXPERTS
Squar, Milner, Peterson, Miranda & Williamson, LLP, a registered
independent public accounting firm, have audited the accompanying consolidated
balance sheet as of March 31, 2006 and the related consolidated statements of
operations, stockholders' deficit and cash flows for each of the years in the
two-year period then ended and for the period from January 31, 1984 (Inception)
to March 31, 2006 to the extent set forth in their report, and are set forth in
this prospectus in reliance upon such report given upon their authority as
experts in auditing and accounting.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our Articles of Incorporation permit us to limit the liability of our
directors to the fullest extent permitted under Section 78.037 of the Nevada
General Corporation Law. As permitted by Section 78.037 of the Nevada General
Corporation Law, our Bylaws and Articles of Incorporation also include
provisions that eliminate the personal liability of each of its officers and
directors for any obligations arising out of any acts or conduct of such officer
or director performed for or on behalf of the Company. To the fullest extent
allowed by Section 78.751 of the Nevada General Corporation Law, we will defend,
indemnify and hold harmless its directors or officers from and against any and
all claims, judgments and liabilities to which each director or officer becomes
subject to in connection with the performance of his or her duties and will
41
reimburse each such director or officer for all legal and other expenses
reasonably incurred in connection with any such claim of liability. However, we
will not indemnify any officer or director against, or reimburse for, any
expense incurred in connection with any claim or liability arising out of the
officer's or director's own negligence or misconduct in the performance of duty.
The provisions of our Bylaws and Articles of Incorporation regarding
indemnification are not exclusive of any other right we have to indemnify or
reimburse our officers or directors in any proper case, even if not specifically
provided for in our Articles of Incorporation or Bylaws.
We believe that the indemnity provisions contained in our bylaws and
the limitation of liability provisions contained in our certificate of
incorporation are necessary to attract and retain qualified persons for these
positions. No pending material litigation or proceeding involving our directors,
executive officers, employees or other agents as to which indemnification is
being sought exists, and we are not aware of any pending or threatened material
litigation that may result in claims for indemnification by any of our directors
or executive officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
REPORTS TO SECURITY HOLDERS
We file annual and quarterly reports with the SEC. In addition, we file
additional reports for matters such as material developments or changes. Our
executive officers, directors and beneficial owners of 10% or more of our common
shares also file reports relative to the acquisition or disposition of our
common shares or acquisition, disposition or exercise of our common share
purchase options or warrants. These filings are a matter of public record and
any person may read and copy any materials we file with the SEC at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers, including us, that file electronically with
the SEC. We are not required to deliver an annual report with this prospectus,
nor will we do so. However, you may obtain a copy of our annual report, or any
of our other public filings, by contacting the Company or from the SEC as
mentioned above.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act and must file reports, proxy statements and other information with
the SEC. The reports, information statements and other information we file with
the Commission can be inspected and copied at the Commission Public Reference
Room, 100 F Street, N.E. Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at (800) SEC-0330.
The Commission also maintains a Web site (http://www.sec.gov) that contains
reports, proxy, and information statements and other information regarding
registrants, like us, which file electronically with the Commission. Our
headquarters are located at 3030 Bunker Hill Street, Suite 4000, San Diego, CA
92109. Our phone number at that address is (858) 459-7800. Our Web site is
maintained at http://www.aethlonmedical.com.
This prospectus constitutes a part of a registration statement on Form
SB-2 filed by us with the Commission under the Securities Act of 1933. As
permitted by the rules and regulations of the Commission, this prospectus omits
certain information that is contained in the registration statement. We refer
you to the registration statement and related exhibits for further information
with respect to us and the securities offered. Statements contained in the
prospectus concerning the content of any documents filed as an exhibit to the
registration statement (or otherwise filed with the Commission) are not
necessarily complete. In each instance you may refer to the copy of the filed
document. Each statement is qualified in its entirety by such reference.
No person is authorized to give you any information or make any
representation other than those contained or incorporated by reference in this
prospectus. Any such information or representation must not be relied upon as
having been authorized. Neither the delivery of this prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in our affairs since the date of the prospectus.
42
AETHLON MEDICAL, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED MARCH 31, 2006
Report of Independent Registered Public Accounting Firm................... F-2
Consolidated Balance Sheet ................................................ F-3
Consolidated Statements of Operations ..................................... F-4
Consolidated Statements of Stockholders' Deficit........................... F-5
Consolidated Statements of Cash Flows ..................................... F-14
Notes to Consolidated Financial Statements................................. F-16
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED DECEMBER 31, 2006
Condensed Consolidated Balance Sheet (Unaudited) .......................... F-42
Condensed Consolidated Statements of Operations (Unaudited) ............... F-43
Condensed Consolidated Statements of Cash Flows (Unaudited)................ F-44
Notes to the Condensed Consolidated Financial Statements................... F-45
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Aethlon Medical, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheet of Aethlon Medical,
Inc. and Subsidiaries (the "Company"), a development stage company, as of March
31, 2006 and the related consolidated statements of operations, stockholders'
deficit and cash flows for each of the years in the two-year period then ended
and for the period from January 31, 1984 (Inception) to March 31, 2006. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Aethlon Medical,
Inc. and its Subsidiaries and as of March 31, 2006 and the consolidated results
of their operations and their cash flows for each of the years in the two-year
period then ended and for the period from January 31, 1984 (Inception) to March
31, 2006, in conformity with accounting principles generally accepted in the
United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. At March 31, 2006, the
Company has negative working capital of approximately $1,921,000 and a deficit
accumulated during the development stage of approximately $22,139,000. As
discussed in Note 1 to the consolidated financial statements, a significant
amount of additional capital will be necessary to advance the development of the
Company's products to the point at which they may become commercially viable.
These conditions, among others, raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans regarding these
matters are also described in Note 1. The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/S/ SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP
JUNE 23, 2006
NEWPORT BEACH, CALIFORNIA
F-2
--------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
MARCH 31, 2006
--------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $ 836,377
Prepaid expenses 32,222
------------
TOTAL CURRENT ASSETS 868,599
NON-CURRENT ASSETS
Property and equipment, net 12,378
Patents, net 131,599
Other assets 17,200
------------
TOTAL ASSETS $ 1,029,776
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 880,773
Due to related parties 1,238,624
Notes payable, net of discounts 527,500
Convertible notes payable, net of discounts 142,365
------------
TOTAL CURRENT LIABILITIES 2,789,262
------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, par value of $0.001, 50,000,000 shares
authorized; 25,383,706 issued and outstanding 25,384
Additional paid-in capital 20,322,494
Deferred consulting fees (44,917)
Deficit accumulated during the development stage (22,062,447)
------------
TOTAL STOCKHOLDERS' DEFICIT (1,759,486)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,029,776
============
--------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
F-3
----------------------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2006 AND 2005 AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH MARCH 31, 2006
----------------------------------------------------------------------------------------------------------
JANUARY 31, 1984
(INCEPTION) THROUGH
2006 2005 MARCH 31, 2006
--------------------------------------------------------
Grant income $ -- $ -- $ 1,424,012
Subcontract income -- -- 73,746
Sale of research and development -- -- 35,810
--------------------------------------------------------
-- -- 1,533,568
OPERATING EXPENSES
Professional fees 851,594 748,837 5,238,135
Payroll and related 675,171 1,000,324 7,246,005
General and administrative 486,452 434,216 4,432,031
Impairment 81,722 -- 1,313,253
--------------------------------------------------------
2,094,939 2,183,377 18,229,424
--------------------------------------------------------
OPERATING LOSS (2,094,939) (2,183,377) (16,695,856)
OTHER (INCOME) EXPENSE
Change in fair value of warrant liability 360,125 -- 360,125
Interest expense (credit) 450,297 (86,426) 4,871,452
Interest income -- -- (17,415)
Other 14,822 -- 152,429
--------------------------------------------------------
825,244 (86,426) 5,366,591
--------------------------------------------------------
NET LOSS $ (2,920,183) $ (2,096,951) $(22,062,447)
========================================================
Basic and diluted net loss per share
attributable to common stockholders $ (0.15) $ (0.15)
==================================
Weighted average number of common
shares outstanding 19,551,501 14,037,341
==================================
----------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
F-4
-----------------------------------------------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED MARCH 31, 2006 AND 2005 AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH MARCH 31, 2006
-----------------------------------------------------------------------------------------------------------------------------------
DEFICIT
ACCUMULATED TOTAL
COMMON STOCK ADDITIONAL DEFERRED DURING STOCKHOLDERS'
-------------------------- PAID IN CONSULTING DEVELOPMENT EQUITY
SHARES AMOUNT CAPITAL FEES STAGE (DEFICIT)
------------ ------------ ------------ ------------ ------------ ------------
Balance, January 31, 1984 (Inception) -- $ -- $ -- $ -- $ -- $ --
Common stock issued for cash at $1
per share 22,000 22 26,502 -- -- 26,524
Common stock issued for cash at $23
per share 1,100 1 24,999 -- -- 25,000
Common stock issued for cash at $86
per share 700 1 59,999 -- -- 60,000
Common stock issued for cash at $94
per share 160 1 14,999 -- -- 15,000
Common stock issued for cash at $74
per share 540 1 39,999 -- -- 40,000
Common stock issued for cash at $250
per share 4,678 5 1,169,495 -- -- 1,169,500
Capital contributions -- -- 521,439 -- -- 521,439
Common stock issued for compensation
at $103 per share 2,600 3 267,403 -- -- 267,406
Conversion of due to related parties
to common stock at $101 per share 1,120 1 113,574 -- -- 113,575
Conversion of due to related parties
to common stock at $250 per share 1,741 2 435,092 -- -- 435,094
Effect of reorganization 2,560,361 2,558 (2,558) -- -- --
Common stock issued in connection with
employment contract at $8 per share 65,000 65 519,935 -- -- 520,000
Common stock issued in connection with
the acquisition of patents at $8 per
share 12,500 13 99,987 -- -- 100,000
Warrants issued to note holders in
connection with notes payable -- -- 734,826 -- -- 734,826
Warrants issued for services -- -- 5,000 -- -- 5,000
Net loss -- -- -- -- (4,746,416) (4,746,416)
------------ ------------ ------------ ------------ ------------ ------------
BALANCE, MARCH 31, 2000 2,672,500 2,673 4,030,691 -- (4,746,416) (713,052)
Common stock and options issued in
connection with acquisition of Cell
Activation, Inc. at $7.20 per share 99,152 99 1,067,768 -- -- 1,067,867
Warrants issued to note holders in
connection with notes payable -- -- 218,779 -- -- 218,779
Warrants issued to promoter in
connection with notes payable -- -- 298,319 -- -- 298,319
Beneficial conversion feature of
convertible notes payable -- -- 150,000 -- -- 150,000
Warrants issued to promoter in
connection with convertible notes
payable -- -- 299,106 -- -- 299,106
Options issued to directors for
services as board members -- -- 14,163 -- -- 14,163
-----------------------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
continued.........
F-5
-----------------------------------------------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2006 AND 2005 AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH MARCH 31, 2006
-----------------------------------------------------------------------------------------------------------------------------------
DEFICIT
ACCUMULATED TOTAL
COMMON STOCK ADDITIONAL DEFERRED DURING STOCKHOLDERS'
-------------------------- PAID IN CONSULTING DEVELOPMENT EQUITY
SHARES AMOUNT CAPITAL FEES STAGE (DEFICIT)
------------ ------------ ------------ ------------ ------------ ------------
Options and warrants issued for
services -- -- 505,400 -- -- 505,400
Common stock issued for services at
$3 per share 5,500 5 16,495 -- -- 16,500
Common stock issued for cash at $1
per share 100,000 100 99,900 -- -- 100,000
Net loss -- -- -- -- (4,423,073) (4,423,073)
------------ ------------ ------------ ------------ ------------ ------------
BALANCE, MARCH 31, 2001 2,877,152 $ 2,877 $ 6,700,621 $ -- $ (9,169,489) $ (2,465,991)
Common stock, warrants and options
issued for accounts payable and
accrued liabilities 21,750 22 243,353 -- -- 243,375
Common stock issued for services at
$2.65 per share 6,038 6 15,994 -- -- 16,000
Common stock issued for cash at $1.00
per share, net of issuance costs of
$41,540 paid to a related party 730,804 731 688,533 -- -- 689,264
Common stock issued for services at
$2.75 per share 10,000 10 27,490 -- -- 27,500
Common stock issued in connection with
license agreement at $3.00 per share 6,000 6 17,994 -- -- 18,000
Common stock issued to holder of
convertible notes payable at $3.00
per share 70,586 71 211,687 -- -- 211,758
Options issued to directors for
services as board members -- -- 7,459 -- -- 7,459
Common stock issued for cash at $1.50
per share, net of issuance costs
of $2,500 16,667 17 22,483 -- -- 22,500
Beneficial conversion feature of
convertible notes payable -- -- 185,000 -- -- 185,000
Common stock issued for conversion of
convertible notes payable and accrued
interest at an average price of
$1.24 per share 134,165 134 166,352 -- -- 166,486
Common stock issued for services at
$2.72 per share 9,651 10 26,240 -- -- 26,250
Options issued to consultant for
services -- -- 562,000 -- -- 562,000
Common stock and warrants for services
at $1.95 per share 62,327 62 161,475 -- -- 161,537
Common stock issued for services at
$1.90 per share 9,198 9 17,491 -- -- 17,500
Stock options exercised for cash 400,000 400 199,600 -- -- 200,000
Warrants issued to note holders for
90-day forebearance -- -- 118,000 -- -- 118,000
Common stock and warrants issued to
note holders and vendors in the
debt-to-equity conversion program at
$1.25 per share 816,359 816 1,623,635 -- -- 1,624,451
Other warrant transactions -- -- (32,715) -- -- (32,715)
Net loss -- -- -- -- (3,995,910) (3,995,910)
------------ ------------ ------------ ------------ ------------ ------------
BALANCE - MARCH 31, 2002 5,170,697 $ 5,171 $ 10,962,692 $ -- $(13,165,399) $ (2,197,536)
-----------------------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
continued.........
F-6
-----------------------------------------------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2006 AND 2005 AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH MARCH 31, 2006
-----------------------------------------------------------------------------------------------------------------------------------
DEFICIT
ACCUMULATED TOTAL
COMMON STOCK ADDITIONAL DEFERRED DURING STOCKHOLDERS'
-------------------------- PAID IN CONSULTING DEVELOPMENT EQUITY
SHARES AMOUNT CAPITAL FEES STAGE (DEFICIT)
------------ ------------ ------------ ------------ ------------ ------------
BALANCE - MARCH 31, 2002 5,170,697 $ 5,171 $ 10,962,692 $ -- $(13,165,399) $ (2,197,536)
Proceeds from the issuance of common
stock at $0.50 per share in connection
with the exercise of options 200,000 200 99,800 -- -- 100,000
Interest expense related to beneficial
conversion feature -- -- 150,000 -- -- 150,000
Pro-rata value assigned to warrants
issued in connection with conversion of
accounts payable -- -- 71,000 -- -- 71,000
Pro-rata value assigned to warrants
issued in connection with note payable -- -- 30,000 -- -- 30,000
Issuance of common stock at $1.25 per
share in connection with the conversion
of accounts payable 150,124 150 187,505 -- -- 187,655
Issuance of common stock at $1.25 per
share in connection with the conversion
of notes payable 420,000 420 104,580 -- -- 105,000
Estimated fair market value of options
issued for services -- -- 114,000 -- -- 114,000
Issuance of common stock at $0.25 per
share for cash 461,600 462 114,938 -- -- 115,400
Issuance of common stock at $0.26 per
share for cash 19,230 19 4,981 -- -- 5,000
Issuance of common stock at $1.25 per
share for cash 8,000 8 9,992 -- -- 10,000
Issuance of common stock at $0.65 per
share for services 69,231 69 44,931 -- -- 45,000
Issuance of common stock at $0.51 per
share for services 196,078 196 99,804 -- -- 100,000
Adjustment booked -- -- (100,000) -- 100,000 --
Net loss -- -- -- -- (2,461,116) (2,461,116)
------------ ------------ ------------ ------------ ------------ ------------
BALANCE - MARCH 31, 2003 6,694,960 $ 6,695 $ 11,894,223 $ -- $(15,526,515) $ (3,625,597)
-----------------------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
continued.........
F-7
-----------------------------------------------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2006 AND 2005 AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH MARCH 31, 2006
-----------------------------------------------------------------------------------------------------------------------------------
DEFICIT
ACCUMULATED TOTAL
COMMON STOCK ADDITIONAL DEFERRED DURING STOCKHOLDERS'
-------------------------- PAID IN CONSULTING DEVELOPMENT EQUITY
SHARES AMOUNT CAPITAL FEES STAGE (DEFICIT)
------------ ------------ ------------ ------------ ------------ ------------
BALANCE - MARCH 31, 2003 6,694,960 $ 6,695 $ 11,894,223 $ -- $(15,526,515) $ (3,625,597)
Proceeds from the issuance of common
stock at $0.25 per share in connection
with the exercise of warrants 540,000 540 134,460 -- -- 135,000
Issuance of common stock at $0.25 per
share in connection with the conversion of
notes payable, including interest
of $15,099 300,397 300 74,799 -- -- 75,099
Issuance of common stock at $0.35 per
share in connection with the conversion of
notes payable, including interest
of $59,827 813,790 814 284,013 -- -- 284,827
Issuance of common stock at $0.50 per
share in connection with the conversion of
notes payable, including interest
of $509 11,017 11 5,498 -- -- 5,509
Issuance of common stock at $0.42 per
share in connection with the conversion of
notes payable, including interest
of $696 13,725 14 5,682 -- -- 5,696
Issuance of common stock at $0.65 per
share in connection with the conversion of
notes payable, including interest
of $5,088 27,059 27 17,561 -- -- 17,588
Issuance of common stock at $0.25 per
share in connection with the conversion of
notes payable, including interest
of $15,416 461,667 462 114,954 -- -- 115,416
Issuance of common stock at $0.25 per
share for cash 1,226,000 1,226 305,274 -- -- 306,500
Issuance of common stock at $0.30 per
share for cash 180,000 180 53,820 -- -- 54,000
Issuance of common stock at $0.525 per
share for cash 40,000 40 20,960 -- -- 21,000
Issuance of common stock at $1.125 per
share for cash 5,000 5 5,620 -- -- 5,625
Issuance of common stock at $0.25 per
share for services 10,000 10 2,490 -- -- 2,500
Issuance of common stock at $0.34 per
share for services 73,529 73 24,927 -- -- 25,000
Issuance of common stock at $0.40 per
share for services 62,000 62 24,763 -- -- 24,825
Issuance of common stock at $0.45 per
share for services 185,185 185 83,148 -- -- 83,333
Issuance of common stock at $0.50 per
share for services 5,000 5 2,495 -- -- 2,500
Interest expense related to beneficial
conversion feature -- -- 324,800 -- -- 324,800
Net loss -- -- -- -- (1,518,798) (1,518,798)
------------ ------------ ------------ ------------ ------------ ------------
BALANCE - MARCH 31, 2004 10,649,329 $ 10,649 $ 13,379,487 $ -- $(17,045,313) $ (3,655,177)
-----------------------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
continued.........
F-8
-----------------------------------------------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2006 AND 2005 AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH MARCH 31, 2006
-----------------------------------------------------------------------------------------------------------------------------------
DEFICIT
ACCUMULATED TOTAL
COMMON STOCK ADDITIONAL DEFERRED DURING STOCKHOLDERS'
-------------------------- PAID IN CONSULTING DEVELOPMENT EQUITY
SHARES AMOUNT CAPITAL FEES STAGE (DEFICIT)
------------ ------------ ------------ ------------ ------------ ------------
BALANCE - MARCH 31, 2004 10,649,329 $ 10,649 $ 13,379,487 $ -- $(17,045,313) $ (3,655,177)
Proceeds from the issuance of common
stock at $0.25 per share in connection
with the exercise of warrants 1,126,564 1,127 280,515 -- -- 281,642
Issuance of common stock at $0.44 per
share for cash 1,415,909 1,416 621,584 -- -- 623,000
Issuance of common stock at $0.25 per
share for cash 40,233 40 9,960 -- -- 10,000
Issuance of common stock at $0.28 per
share for cash 35,947 36 9,964 -- -- 10,000
Issuance of common stock at $0.29 per
share for cash 69,431 69 19,931 -- -- 20,000
Issuance of common stock at $0.32 per
share for cash 94,449 94 29,906 -- -- 30,000
Issuance of common stock at $0.33 per
share for cash 60,620 61 19,939 -- -- 20,000
Issuance of common stock at $0.35 per
share for cash 172,824 173 59,826 -- -- 59,999
Issuance of common stock at $0.36 per
share for cash 223,756 224 79,776 -- -- 80,000
Issuance of common stock at $0.37 per
share for cash 108,079 108 39,892 -- -- 40,000
Issuance of common stock at $0.38 per
share for cash 26,549 27 9,973 -- -- 10,000
Issuance of common stock at $0.39 per
share for cash 51,748 52 19,948 -- -- 20,000
Issuance of common stock at $0.40 per
share for cash 25,233 25 9,975 -- -- 10,000
Issuance of common stock at $0.42 per
share for cash 143,885 144 59,857 -- -- 60,001
Issuance of common stock at $0.43 per
share for cash 70,467 70 29,930 -- -- 30,001
Issuance of common stock at $0.45 per
share for cash 22,455 22 9,978 -- -- 10,000
Issuance of common stock at $0.46 per
share for cash 43,944 44 19,956 -- -- 20,000
Issuance of common stock at $0.47 per
share for cash 128,836 129 59,872 -- -- 60,001
Issuance of common stock at $0.52 per
share for cash 95,502 96 49,904 -- -- 49,999
Issuance of common stock with warrants
at $0.36 per unit for cash 55,556 56 19,944 -- -- 20,000
Issuance of common stock at $0.27 per
share for cash 90,000 90 24,210 -- -- 24,300
Issuance of common stock at $0.50 per
share for cash 3,000 3 1,497 -- -- 1,500
Issuance of common stock to Fusion
Capital for "commitment" shares 50,000 50 (50) -- -- --
-----------------------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
continued.........
F-9
-----------------------------------------------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2006 AND 2005 AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH MARCH 31, 2006
-----------------------------------------------------------------------------------------------------------------------------------
DEFICIT
ACCUMULATED TOTAL
COMMON STOCK ADDITIONAL DEFERRED DURING STOCKHOLDERS'
-------------------------- PAID IN CONSULTING DEVELOPMENT EQUITY
SHARES AMOUNT CAPITAL FEES STAGE (DEFICIT)
------------ ------------ ------------ ------------ ------------ ------------
Issuance of common stock to Fusion
Capital for fees 418,604 419 (419) -- -- (0)
Issuance of common stock at $0.34 per
share in connection with the conversion of
notes payable, including interest
of $38,371 479,513 480 162,891 -- -- 163,371
Issuance of common stock at $0.44 per
share in connection with the conversion
of notes payable 113,636 114 49,886 -- -- 50,000
Issuance of common stock at $0.25 per
share in connection with the conversion
of notes payable 80,000 80 19,920 -- -- 20,000
Issuance of common stock at $0.49 per
share in connection with the conversion
of notes payable 174,606 175 85,382 -- -- 85,557
Issuance of common stock at $1.75 per
share for services 17,143 17 29,983 -- -- 30,000
Issuance of common stock at $0.44 per
share for services 265,273 265 116,455 -- -- 116,720
Issuance of common stock at $0.70 per
share for services 10,715 11 7,489 -- -- 7,500
Issuance of common stock at $0.73 per
share for services 6,850 7 4,993 -- -- 5,000
Issuance of common stock at $0.55 per
share for services 46,364 46 25,454 -- -- 25,500
Issuance of common stock at $0.25 per
share for services 165,492 165 41,208 -- -- 41,373
Issuance of common stock at $0.45 per
share for services 28,377 28 12,741 -- -- 12,769
Issuance of common stock at $0.50 per
share for services for deferred
consulting services 60,000 60 29,940 (30,000) -- --
Issuance of common stock at $0.49 per
share for services 25,087 25 12,318 -- -- 12,343
Issuance of common stock at $0.45 per
share for services for deferred
consulting services 66,666 67 29,933 (30,000) -- --
Issuance of common stock at $0.37 per
share for services 13,369 13 4,987 -- -- 5,000
Issuance of common stock at $0.42 per
share for services 19,231 19 7,981 -- -- 8,000
Issuance of common stock at $0.39 per
share for services 18,042 18 6,982 -- -- 7,000
Issuance of common stock at $0.32 per
share for services 162,678 163 52,382 -- -- 52,545
Issuance of common stock at $0.31 per
share for services 16,234 16 4,984 -- -- 5,000
Issuance of common stock at $0.39 per
share for employee bonus 22,500 22 8,754 -- -- 8,776
-----------------------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
continued.........
F-10
-----------------------------------------------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2006 AND 2005 AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH MARCH 31, 2006
-----------------------------------------------------------------------------------------------------------------------------------
DEFICIT
ACCUMULATED TOTAL
COMMON STOCK ADDITIONAL DEFERRED DURING STOCKHOLDERS'
-------------------------- PAID IN CONSULTING DEVELOPMENT EQUITY
SHARES AMOUNT CAPITAL FEES STAGE (DEFICIT)
------------ ------------ ------------ ------------ ------------ ------------
Debt discount on debt issued with
detachable warrants -- -- 84,000 -- -- 84,000
Amortization of deferred consulting
fees -- -- -- 30,000 -- 30,000
Intrinsic value of options issued to
directors -- -- 424,262 -- -- 424,262
Net loss -- -- -- -- (2,096,951) (2,096,951)
------------ ------------ ------------ ------------ ------------ ------------
BALANCE - MARCH 31, 2005 17,014,696 $ 17,015 $ 16,088,278 $ (30,000) $(19,142,264) $ (3,066,971)
Issuance of common stock at $0.28 per
share for cash 35,947 36 9,964 -- -- 10,000
Issuance of common stock at $0.26 per
share for cash 38,256 38 9,962 -- -- 10,000
Issuance of common stock at $0.26 per
share for cash 38,401 38 9,962 -- -- 10,000
Issuance of common stock at $0.25 per
share for cash 201,165 201 49,799 -- -- 50,000
Issuance of common stock at $0.25 per
share for cash 80,466 80 19,920 -- -- 20,000
Issuance of common stock at $0.25 per
share for cash 80,466 80 19,920 -- -- 20,000
Issuance of common stock at $0.25 per
share for cash 80,466 80 19,920 -- -- 20,000
Issuance of common stock at $0.25 per
share for cash 80,466 80 19,920 -- -- 20,000
Issuance of common stock at $0.18 per
share for cash 100,000 100 17,500 -- -- 17,600
Issuance of common stock at $0.25 per
Share for cash 301,744 302 74,698 -- -- 75,000
Issuance of common stock at varied prices
for cash 2,485,249 2,485 767,512 -- -- 769,997
Issuance of common stock at $0.76 per
share for cash 568,181 568 431,249 -- -- 431,818
Issuance of common stock at $0.25 per
share in connection with the conversion of
notes payable, including interest
of $4,564 140,000 140 34,860 -- -- 35,000
Issuance of common stock at $0.20 per
share in connection with the conversion of
convertible notes payable, including
interest of $4,943 174,716 175 34,768 -- -- 34,943
Issuance of common stock at $0.31 per
share for services 9,740 10 2,990 -- -- 3,000
Issuance of common stock at $0.30 per
share for services 25,134 25 7,475 -- -- 7,500
Issuance of common stock at $0.25 per
share for services 31,424 31 7,869 -- -- 7,900
Issuance of common stock at $0.26 per
share for services 19,084 19 4,981 -- -- 5,000
-----------------------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
continued.........
F-11
-----------------------------------------------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2006 AND 2005 AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH MARCH 31, 2006
-----------------------------------------------------------------------------------------------------------------------------------
DEFICIT
ACCUMULATED TOTAL
COMMON STOCK ADDITIONAL DEFERRED DURING STOCKHOLDERS'
-------------------------- PAID IN CONSULTING DEVELOPMENT EQUITY
SHARES AMOUNT CAPITAL FEES STAGE (DEFICIT)
------------ ------------ ------------ ------------ ------------ ------------
Issuance of common stock at $0.25 per
share for services 33,228 33 8,407 -- -- 8,440
Issuance of common stock at $0.25 per
share for services 24,000 24 5,976 -- -- 6,000
Issuance of common stock at $0.26 per
share for services 11,450 11 2,989 -- -- 3,000
Issuance of common stock at $0.26 per
share for services 19,084 19 4,981 -- -- 5,000
Issuance of common stock at $0.26 per
share for services 34,352 34 8,966 -- -- 9,000
Issuance of common stock at $0.26 per
share for services 11,450 11 2,989 -- -- 3,000
Loss on settlement of accrued legal
liabilities -- -- 142,245 -- -- 142,245
Issuance of common stock at $0.24 per
share for services 12,605 13 2,987 -- -- 3,000
Issuance of common stock at $0.24 per
share for services 21,008 21 4,979 -- -- 5,000
Issuance of common stock at $0.23 per
share for services 21,739 22 4,978 -- -- 5,000
Issuance of common stock at $0.23 per
share for services 21,740 22 4,978 -- -- 5,000
Issuance of common stock at $0.23 per
share for services 2,155 2 498 -- -- 500
Issuance of common stock at $0.23 per
share for services 91,739 92 21,008 -- -- 21,100
Issuance of common stock at $0.21 per
share for services 175,755 176 37,084 -- -- 37,260
Issuance of common stock at $0.23 per
share for services 37,863 38 8,519 -- -- 8,557
Issuance of common stock at $0.23 per
share for services 21,368 21 4,979 -- -- 5,000
Issuance of common stock at $0.21 per
share for services 27,852 28 5,710 -- -- 5,738
Issuance of common stock at $0.24 per
share for services 21,186 21 4,979 -- -- 5,000
Issuance of common stock at $0.22 per
share for services 35,278 35 7,585 -- -- 7,620
Issuance of common stock at $0.38 per
share for services 13,298 13 4,987 -- -- 5,000
Issuance of common stock at $0.38 per
share for services 19,948 20 7,640 -- -- 7,660
Issuance of common stock at $0.37 per
share for services 97,662 98 36,037 -- -- 36,135
Issuance of common stock at $0.25 per
share for services 371,847 372 91,137 -- -- 91,509
Issuance of common stock at $0.25 per
share for services 73,964 74 18,128 -- -- 18,202
-----------------------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
continued.........
F-12
-----------------------------------------------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2006 AND 2005 AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH MARCH 31, 2006
-----------------------------------------------------------------------------------------------------------------------------------
DEFICIT
ACCUMULATED TOTAL
COMMON STOCK ADDITIONAL DEFERRED DURING STOCKHOLDERS'
-------------------------- PAID IN CONSULTING DEVELOPMENT EQUITY
SHARES AMOUNT CAPITAL FEES STAGE (DEFICIT)
------------ ------------ ------------ ------------ ------------ ------------
Issuance of common stock at $0.29 per
share for services 13,333 13 3,827 -- -- 3,840
Issuance of common stock at $0.33 per
share for services 15,060 15 4,985 -- -- 5,000
Issuance of common stock at $0.24 per
share for services 579,813 580 138,575 -- -- 139,155
Issuance of common stock at $0.28 and
$0.33 per share for services 66,017 66 19,934 -- -- 20,000
Issuance of common stock at $0.36 per
share for services 13,889 14 4,986 -- -- 5,000
Issuance of common stock at $0.33 per
share for services 9,091 9 2,989 -- -- 2,999
Issuance of common stock at $0.28 per
share for services 10,563 11 2,991 -- -- 3,001
Issuance of common stock at $0.33 per
share for services 150,000 150 48,850 (49,000) -- --
Issuance of common stock at $0.28 per
share for services 35,714 36 9,964 -- -- 10,000
Issuance of common stock at $0.33 per
share for services 15,152 15 4,985 -- -- 5,000
Issuance of common stock at $0.28 per
per share for services 17,730 18 4,982 -- -- 5,000
Issuance of common stock at $0.20 and
$0.37 per share for services 79,255 79 19,894 -- -- 19,974
Issuance of common stock at $0.33 per
share for services 33,333 33 9,967 -- -- 10,000
Issuance of common stock at $0.39 per
share for services 220,080 220 85,171 -- -- 85,391
Issuance of common stock at $0.49 per
share for services 7,275 7 3,543 -- -- 3,550
Issuance of common stock at $0.34 per
share for services 27,284 27 9,170 -- -- 9,197
Issuance of common stock at $0.33 per
share for services 158,046 158 51,997 -- -- 52,155
Issuance of common stock at $0.20 per
share for services 836,730 837 166,509 -- -- 167,346
Issuance of cashless warrants 389,168 389 (389) -- -- --
Conversion of accrued salaries to
employee stock options -- -- 300,000 -- -- 300,000
Debt discount on debt issued with
detachable warrants -- -- 119,610 -- -- 119,610
Interest expense related to beneficial
conversion feature -- -- 222,375 -- -- 222,375
Professional fees related to registration
statement -- -- (76,732) -- -- (76,732)
Amortization of deferred consulting
fees -- -- -- 34,083 -- 34,083
Reclassification of derivative liabilities
upon registration of shares underlying
warrants -- -- 1,090,000 -- -- 1,090,000
Net loss -- -- -- -- (2,920,183) (2,920,183)
------------ ------------ ------------ ------------ ------------ ------------
BALANCE - MARCH 31, 2006 25,383,705 $ 25,384 $ 20,322,494 $ (44,917) $(22,062,447) $ (1,759,486)
============ ============ ============ ============ ============ ============
-----------------------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
F-13
--------------------------------------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2006 AND 2005 AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH MARCH 31, 2006
--------------------------------------------------------------------------------------------------------------------------
January 31, 1984
(Inception) Through
2006 2005 March 31, 2006
-------------------------------------------------
Cash flows from operating activities:
Net loss $ (2,920,183) $ (2,096,951) $(22,062,447)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 34,241 39,836 983,993
Amortization of deferred consulting fees 34,083 30,000 64,083
Gain on settlement of debt (131,175) -- (131,175)
Loss on settlement of accrued legal liabilities 142,245 -- 142,245
Gain on sale of property and equipment -- -- (13,065)
Change in estimated fair value of warrant liability 360,125 -- 360,125
Fair market value of warrants issued in connection
with accounts payable and debt related costs -- -- 2,715,736
Fair market value of common stock, warrants and
options issued for services and interest 704,383 339,027 3,212,002
Intrinsic value of stock options issued
to directors -- 424,262 424,262
Amortization of debt discount 259,416 38,809 1,108,025
Beneficial conversion feature of convertible notes payable -- -- 334,304
Impairment of patents and patents pending 81,722 -- 978,949
Impairment of goodwill -- -- 217,223
Changes in operating assets and liabilities:
Prepaid expenses (22,034) (4,606) 129,315
Other assets 20,050 (16,845) (17,200)
Accounts payable and accrued liabilities (118,276) (206,943) 1,513,950
Due to related parties (28,878) (105,955) 1,472,125
-------------------------------------------------
Net cash used in operating activities (1,584,281) (1,559,366) (8,567,550)
-------------------------------------------------
Cash flows from investing activities:
Purchases of property and equipment (4,651) (30,070) (248,887)
Patents and patents pending (11,000) -- (363,833)
Proceeds from the sale of property and equipment -- -- 17,065
Cash of acquired company -- -- 10,728
-------------------------------------------------
Net cash used in investing activities (15,651) (30,070) (584,927)
-------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
continued.........
F-14
--------------------------------------------------------------------------------------------------------------------------
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2006 AND 2005 AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH MARCH 31, 2006 (CONTINUED)
--------------------------------------------------------------------------------------------------------------------------
January 31, 1984
(Inception) Through
2006 2005 March 31, 2006
-------------------------------------------------
Cash flows from financing activities:
Net proceeds from the issuance of notes payable 100,000 130,000 1,710,000
Principal repayments of notes payable (80,000) (22,500) (292,500)
Proceeds from the issuance of convertible notes payable 1,030,000 -- 2,028,000
Net proceeds from the issuance of common stock 1,454,415 1,488,942 6,620,085
Professional fees related to registration statements (76,731) -- (76,731)
-------------------------------------------------
Net cash provided by financing activities 2,427,684 1,596,442 9,988,854
-------------------------------------------------
Net increase in cash 827,752 7,006 836,377
Cash at beginning of period 8,625 1,619 --
-------------------------------------------------
Cash at end of period $ 836,377 $ 8,625 $ 836,377
=================================================
Supplemental disclosure of cash flow information -
Cash paid during the period for:
Interest $ 8,000 $ 34,766 $ 263,258
=================================================
Income taxes $ -- $ -- $ 13,346
=================================================
Supplement schedule of noncash investing and financing activities:
Debt and accrued interest converted to common stock $ 69,942 $ 318,925 $ 2,436,961
=================================================
Debt discount on notes payable associated with
detachable warrants $ 1,070,860 $ 84,000 $ 1,154,860
=================================================
Issuance of common stock, warrants and options in
settlement of accrued expenses and due to related parties $ 467,346 $ -- $ 980,162
=================================================
Reclassification of derivative liability to
additional paid in capital $ 1,090,000 $ -- $ 1,090,000
=================================================
Issuance of common stock in connection with license
agreements $ -- $ -- $ 18,000
=================================================
Net assets of entities acquired in exchange for
equity securities $ -- $ -- $ 1,597,867
=================================================
Debt placement fees paid by issuance of warrants $ -- $ -- $ 843,538
=================================================
Patent pending acquired for 12,500 shares of common stock $ -- $ -- $ 100,000
=================================================
Common stock issued for prepaid expenses $ -- $ -- $ 161,537
=================================================
--------------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
F-15
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Aethlon Medical, Inc. ("Aethlon") engages in the research and development of a
medical device known as the Hemopurifier(R) that removes harmful substances from
the blood. Aethlon is in the development stage on the Hemopurifier(R) and
significant research and testing are still needed to reach commercial viability.
Any resulting medical device or process will require approval by the U.S. Food
and Drug Administration ("FDA") or the regulatory agency of any foreign country
where it intends to sell its device. Aethlon has not yet begun efforts to obtain
any FDA approval, which may take several years, but it intends to initiate human
trials in India to obtain regulatory approval there. Since many of Aethlon's
patents were issued in the 1980's, some have expired and other are scheduled to
expire in the near future. Thus, some patents may expire before FDA approval or
approval in a foreign country, if any, is obtained. However, the Company
believes that certain patent applications and/or other patents issued more
recently will help protect the proprietary nature of the Hemopurifier(TM)
treatment technology.
Aethlon is classified as a development stage enterprise under accounting
principles generally accepted in the United States of America ("GAAP"), and has
not generated revenues from its planned principal operations.
Aethlon's common stock is quoted on the Over-the-Counter Bulletin Board
administered by the National Association of Securities Dealers ("OTCBB") under
the symbol "AEMD.OB."
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
Aethlon Medical, Inc. and its inactive wholly-owned subsidiaries Aethlon,
Inc., Hemex, Inc., Syngen Research, Inc. and Cell Activation, Inc.(hereinafter
collectively referred to as the "Company"). All significant intercompany
balances and transactions have been eliminated in consolidation.
GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern, which contemplates, among other
things, the realization of assets and satisfaction of liabilities in the
ordinary course of business. The Company has suffered continuing losses from
operations, is in default on certain debt (see Notes 6 and 7), has negative
working capital of approximately $1,921,000, recurring losses from operations
and a deficit accumulated during the development stage of approximately
$22,062,000 at March 31, 2006, which among other matters, raises substantial
doubt about its ability to continue as a going concern. A significant amount of
additional capital will be necessary to advance the development of the Company's
products to the point at which they may become commercially viable. The Company
intends to fund operations through debt and/or equity financing arrangements,
which management believes may be insufficient to fund its capital expenditures,
working capital and other cash requirements (consisting of accounts payable,
accrued liabilities, amounts due to related parties and amounts due under
various notes payable) for the fiscal year ending March 31, 2006. Therefore, the
Company will be required to seek additional funds to finance its long-term
operations.
The Company is currently addressing its liquidity issue by continually seeking
investment capital through the public markets, specifically, through private
placement of common stock and a common stock purchase agreement with Fusion
Capital Fund II, LLC ("Fusion"). As of June 15, 2006, provided certain terms of
the agreement remain in force, the Company can sell Fusion up to $4,314,999 of
the Company's common stock through June 2007. The Company believes that its cash
on hand and the funds available from the common stock purchase agreement with
Fusion will be sufficient to meet its liquidity needs for fiscal 2007. However,
no assurance can be given that the Company will receive any funds in addition to
the funds it has received to date.
F-16
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
GOING CONCERN (continued)
Under such agreement and there is no guarantee that these strategies will enable
the Company to meet its obligations for the foreseeable future. The successful
outcome of future activities cannot be determined at this time and there is no
assurance that, if achieved, the Company will have sufficient funds to execute
its intended business plan or generate positive operating results.
The consolidated financial statements do not include any adjustments related to
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.
RISKS AND UNCERTAINTIES
The Company operates in an industry that is subject to intense competition,
government regulation and rapid technological change. The Company's operations
are subject to significant risk and uncertainties including financial,
operational, technological, regulatory and other risks associated with a
development stage company, including the potential risk of business failure.
USE OF ESTIMATES
The Company prepares its consolidated financial statements in conformity with
GAAP, which requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the reporting periods. Significant
estimates made by management include, among others, realization of long-lived
assets, valuation of derivative liabilities, estimating fair value associated
with debt and equity transactions and valuation of deferred tax assets. Actual
results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosure About
Fair Value of Financial Instruments," requires disclosure of fair value
information about financial instruments when it is practicable to estimate that
value. The carrying amount of the Company's cash, accounts payable, accrued
liabilities and notes payable approximates their estimated fair values due to
the short-term maturities of those financial instruments. . Management has
concluded that it is not practical to determine the estimated fair value of
amounts due to related parties. SFAS No. 107 requires that for instruments for
which it is not practicable to estimate their fair value, information pertinent
to those instruments be disclosed, such as the carrying amount, interest rate,
and maturity, as well as the reasons why it is not practicable to estimate fair
value. Information about these related party instruments is included in Note 9.
Management believes it is not practical to estimate the fair value of such
financial instruments because the transactions cannot be assumed to have been
consummated at arm's length, the terms are not deemed to be market terms, there
are no quoted values available for these instruments, and an independent
valuation would not be practicable due to the lack of data regarding similar
instruments, if any, and the associated potential costs.
CONCENTRATIONS OF CREDIT RISKS
Cash is maintained at various financial institutions. The Federal Deposit
Insurance Corporation ("FDIC") insures accounts at each institution for up to
$100,000. At times, cash may be in excess of the FDIC insurance limit. The
Company had no amounts exceeding this limit at March 31, 2006.
F-17
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the related assets,
which range from two to five years. Repairs and maintenance are charged to
expense as incurred while improvements are capitalized. Upon the sale or
retirement of property and equipment, the accounts are relieved of the cost and
the related accumulated depreciation with any gain or loss included in the
statements of operations.
INCOME TAXES
Under SFAS 109, "Accounting for Income Taxes," deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the consolidated financial statements and their respective
tax basis. Deferred income taxes reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts reported for income tax purposes, and (b) tax
credit carry-forwards. The Company records a valuation allowance for deferred
tax assets when, based on management's best estimate of taxable income in the
foreseeable future, it is more likely than not that some portion of the deferred
income tax assets may not be realized.
LONG-LIVED ASSETS
SFAS 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of," addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. SFAS 144 requires that long-lived
assets be reviewed for impairment whenever events or changes in circumstances
indicate that their carrying amounts may not be recoverable. If the cost basis
of a long-lived asset is greater than the projected future undiscounted net cash
flows from such asset, an impairment loss is recognized.
Impairment losses are calculated as the difference between the cost basis of an
asset and its estimated fair value. SFAS 144 also requires companies to
separately report discontinued operations and extends that reporting requirement
to a component of an entity that either has been disposed of (by sale,
abandonment or in a distribution to owners) or is classified as held for sale.
Assets to be disposed of are reported at the lower of the carrying amount or the
estimated fair value less costs to sell. The provisions of this pronouncement
relating to assets held for disposal generally are required to be applied
prospectively after the adoption date to newly initiated commitments to sell or
dispose of such assets, (as defined), by management. As a result, management
cannot determine the potential effects that adoption of SFAS 144 will have on
the Company's financial statements with respect to future disposal decisions, if
any. Management noted certain impairment indicators requiring review for
impairment during the year ended March 31, 2006 and recorded an impairment loss
on patents totaling $81,722.
EARNINGS PER SHARE
Under SFAS 128, "Earnings per Share," basic earnings per share is computed by
dividing net income available to common stockholders by the weighted average
number of common shares assumed to be outstanding during the period of
computation. Diluted earnings per share is computed similar to basic earnings
per share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive
(If the Company had net income in each of the years ended March 31, 2006 and
2005, approximately 6,800,000 and 2,100,000 shares would have been considered
additional common stock equivalents, respectively, based on the treasury stock
method). As the Company had net losses for the periods presented, basic and
diluted loss per share are the same, as any additional common stock equivalents
would be antidilutive.
F-18
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
SEGMENTS
SFAS 131, "Disclosure About Segments of an Enterprise and Related Information,"
requires public companies to report selected segment information in their
quarterly reports issued to shareholders. It also requires entity-wide
disclosures about the products and services an entity provides, the foreign
countries in which it holds significant assets and how the Company reports
revenues and its major customers. The Company currently operates in one segment,
as disclosed in the accompanying consolidated statements of operations.
STOCK BASED COMPENSATION
The Company accounts for stock-based compensation issued to employees using the
intrinsic value based method as prescribed by Accounting Principles Board
Opinion No. 25 ("APB 25"), "Accounting for Stock issued to Employees." Under the
intrinsic value based method, compensation expense is the excess, if any, of the
estimated fair value of the stock at the grant date or other measurement date
over the amount an employee must pay to acquire the stock. Compensation expense,
if any, is recognized over the applicable service period, which is usually the
vesting period.
SFAS 123, "Accounting for Stock-Based Compensation," changed the method of
accounting for employee stock-based compensation plans to the fair value based
method. For stock options and warrants, fair value is estimated using an option
pricing model that takes into account the stock price at the measurement date,
the exercise price, the expected life of the option or warrant, stock volatility
and the annual rate of quarterly dividends, if any.
The adoption of the accounting methodology of SFAS 123 is optional and the
Company has elected to continue account for stock-based compensation issued to
employees using APB 25; however, pro forma disclosures, as if the Company had
adopted the cost recognition requirement under SFAS 123, are required to be
presented (see below).
Financial Accounting Standards Board ("FASB") Interpretation ("FIN") No. 44,
"Accounting for Certain Transactions Involving Stock Compensation, an
Interpretation of APB 25" clarifies the application of APB 25 for (a) the
definition of employee for purpose of applying APB 25, (b) the criteria for
determining whether a plan qualifies as a non compensatory plan, (c) the
accounting consequence for various modifications to the terms of a previously
fixed stock option or award and (d) the accounting for an exchange of stock
compensation awards in a business combination. Management believes that the
Company accounts for transactions involving stock-based employee compensation in
accordance with FIN 44.
SFAS 148, "Accounting for Stock-Based Compensation - Transition and Disclosure,
an Amendment of FASB Statement No. 123," provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this statement amends the
disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results.
F-19
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
STOCK BASED COMPENSATION (continued)
At March 31, 2006, the Company has one stock-based employee compensation plan
(the "Plan"), which is described more fully in Note 8. The Company accounts for
the Plan under the recognition and measurement principles of APB 25, and related
interpretation. Stock options granted under the Plan had exercise prices equal
to or greater than the estimated fair value of the underlying common stock on
the dates of grant. In February 2005, the Company granted 5,303,275 stock
options to directors and senior executives for past services, all at an exercise
price that was $0.08 below the estimated fair value of the underlying common
stock on the date of grant. Accordingly, the Company recorded approximately
$424,000 of compensation expense in the accompanying consolidated statement of
operations for the year ended March 31, 2005. The following table illustrates
the effect on net loss and loss per common share if the Company had applied the
fair value recognition provisions of SFAS 123 to stock-based employee
compensation.
YEAR ENDED MARCH 31,
----------------------------
2006 2005
------------ ------------
Net loss available to common stockholders, as reported $ 2,920,183 $ 2,096,951
Add back: Recorded intrinsic value -- (424,262)
Pro forma compensation expense 361,111 2,386,474
------------ ------------
Pro forma net loss available to common stockholders $ 3,281,294 $ 4,059,163
============ ============
Loss per common share, as reported
Basic and diluted $ (0.15) $ (0.15)
Loss per common share, pro forma
Basic and diluted $ (0.17) $ (0.29)
The Company follows SFAS No. 123 (as intepreted by EITF Issue No. 96-18,
"Accounting for Equity Instruments That are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services") to account for
transactions involving services provided by third parties where the Company
issues equity instruments as part of the total consideration.
Pursuant to paragraph 8 of SFAS No. 123, the Company accounts for such
transactions using the fair value of the consideration received (i.e. the value
of the goods or services) or the fair value of the equity instruments issued,
whichever is more reliably measurable. The Company applies EITF Issue No. 96-18,
in transactions, when the value of the goods and/or services are not readily
determinable and (1) the fair value of the equity instruments is more reliably
measurable and (2) the counterparty receives equity instruments in full or
partial settlement of the transactions, using the following methodology:
a) For transactions where goods have already been delivered or services
rendered, the equity instruments are issued on or about the date the
performance is complete (and valued on the date of issuance).
b) For transactions where the instruments are issued on a fully vested,
non-forfeitable basis, the equity instruments are valued on or about
the date of the contract.
c) c) For any transactions not meeting the criteria in (a) or (b) above,
the Company re-measures the consideration at each reporting date based
on its then current stock value.
F-20
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
STOCK BASED COMPENSATION (continued)
In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based Payments,"
which requires that the compensation cost relating to share-based payment
transactions (including the cost of all employee stock options) be recognized in
the financial statements. That cost will be measured based on the estimated fair
value of the equity or liability instruments issued. SFAS No. 123 (R) covers a
wide range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. SFAS No.123 (R) replaces SFAS No. 123 and
supersedes APB 25. As originally issued, SFAS No. 123 established as preferable
a fair-value-based method of accounting for share-based payment transactions
with employees. However, that pronouncement permitted entities to continue
applying the intrinsic-value model of APB 25, provided that the financial
statements disclosed the pro forma net income or loss based on the preferable
fair-value method.
The Company is required to apply SFAS No. 123 (R) in the first interim or annual
reporting period of the registrant's first fiscal year that begins after
December 15, 2005. Thus, the Company's consolidated financial statements will
reflect an expense for (a) all share-based compensation arrangements granted on
or after April 1, 2006 and for any such arrangements that are modified,
cancelled, or repurchased on or after that date, and (b) the portion of previous
share-based awards for which the requisite service has not been rendered as of
that date, based on the grant-date estimated fair value. Management has not yet
determined the future effect of SFAS 123 (R) on its consolidated financial
statements.
SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion 29, Accounting for Nonmonetary
Transactions". The amendments made by SFAS No. 153 are based on the principle
that exchanges of nonmonetary assets should be measured using the estimated fair
value of the assets exchanged. SFAS No. 153 eliminates the narrow exception for
nonmonetary exchanges of similar productive assets and replaces it with a
broader exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has "commercial substance" if the
future cash flows of the entity are expected to change significantly as a result
of the transaction. This pronouncement is effective for nonmonetary exchanges in
fiscal periods beginning after June 15, 2005. The adoption of this pronouncement
is not expected to have a material impact on the Company's consolidated
financial statements.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections," which replaces APB Opinion No. 20, "Accounting Changes" and FASB
Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements."
This pronouncement applies to all voluntary changes in accounting principle, and
revises the requirements for accounting for and reporting a change in accounting
principle. SFAS No. 154 requires retrospective application to prior periods'
financial statements of a voluntary change in accounting principle, unless it is
impracticable to do so. This pronouncement also requires that a change in the
method of depreciation, amortization, or depletion for long-lived, non-financial
assets be accounted for as a change in accounting estimate that is affected by a
change in accounting principle. SFAS No. 154 retains many provisions of APB
Opinion No. 20 without change, including those related to reporting a change in
accounting estimate, a change in the reporting entity, and correction of an
error. The pronouncement also carries forward the provisions of FASB No. 3 which
govern reporting accounting changes in interim financial statements. SFAS No.
154 is effective for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. The Statement does not change the
transition provisions of any existing accounting pronouncements, including those
that are in a transition phase as of the effective date of SFAS No. 154. The
adoption of this pronouncement is not expected to have a material impact on the
Company's future consolidated financial statements.
F-21
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS (continued)
In February 2006, the FASB issued SFAS No. 155 entitled "Accounting for Certain
Hybrid Financial Instruments," an amendment of SFAS No. 133 ("Accounting for
Derivative Instruments and Hedging Activities") and SFAS No. 140 ("Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities"). In this context, a hybrid financial instrument refers to certain
derivatives embedded in other financial instruments. SFAS No. 155 permits fair
value re-measurement of any hybrid financial instrument that contains an
embedded derivative that otherwise would require bifurcation under SFAS No. 133.
SFAS No. 155 also establishes a requirement to evaluate interests in securitized
financial assets in order to identify interests that are either freestanding
derivatives or "hybrids" which contain an embedded derivative requiring
bifurcation. In addition, SFAS No. 155 clarifies which interest/principal strips
are subject to SFAS No. 133, and provides that concentrations of credit risk in
the form of subordination are not embedded derivatives. SFAS No. 155 amends SFAS
No. 140 to eliminate the prohibition on a qualifying special-purpose entity from
holding a derivative financial instrument that pertains to a beneficial interest
other than another derivative. When SFAS No. 155 is adopted, any difference
between the total carrying amount of the components of a bifurcated hybrid
financial instrument and the fair value of the combined "hybrid" must be
recognized as a cumulative-effect adjustment of beginning deficit/retained
earnings.
SFAS No. 155 is effective for all financial instruments acquired or issued after
the beginning of an entity's first fiscal year that begins after September 15,
2006. Earlier adoption is permitted only as of the beginning of a fiscal year,
provided that the entity has not yet issued any annual or interim financial
statements for such year. Restatement of prior periods is prohibited. The
Company has not determined the impact of SFAS No. 155 on its future consolidated
financial statements.
Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force), the American Institute of Certified Public
Accountants, and the Securities and Exchange Commission did not or are not
believed by management to have a material impact on the Company's present or
future consolidated financial statements.
PATENTS
The Company capitalizes the cost of patents and patents pending, some of which
were acquired, and amortizes such costs over the shorter of the remaining legal
life or their estimated economic life, upon issuance of the patent.
STOCK PURCHASE WARRANTS ISSUED WITH NOTES PAYABLE
The Company granted warrants in connection with the issuance of certain notes
payable (see Notes 6, 7 and 8). Under Accounting Principles Board Opinion No.
14, "Accounting for Convertible Debt and Debt Issued With Stock Purchase
Warrants", as amended, the relative estimated fair value of such warrants
represents a discount from the face amount of the notes payable. Accordingly,
the relative estimated fair value of the warrants in those certain transactions
where the warrants qualified for equity classification has been recorded in the
consolidated financial statements as a discount from the face amount of the
notes. The discount is amortized using the effective yield method over the
respective term of the related notes payable.
F-22
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
BENEFICIAL CONVERSION FEATURE OF CONVERTIBLE NOTES PAYABLE
The convertible feature of certain notes payable (see Notes 6 and 7) provides
for a rate of conversion that is below market value. Such feature is normally
characterized as a "beneficial conversion feature" ("BCF"). Pursuant to Emerging
Issues Task Force Issue No. 98-5 ("EITF Issue No. 98-5"), "Accounting for
Convertible Securities With Beneficial Conversion Features or Contingently
Adjustable Conversion Ratio" and Emerging Issues Task Force Issue No. 00-27,
"Application of EITF Issue No. 98-5 to Certain Convertible Instruments," the
estimated fair value of the BCF is recorded in the consolidated financial
statements as a discount from the face amount of the notes. Such discounts are
amortized to interest expense over the term of the notes using the effective
yield method. The Company has determined the unamortized fair value of such BCF
to be approximately $127,761 and $0 for the years ended March 31, 2006 and 2005,
respectively.
CLASSIFICATION OF WARRANT OBLIGATION
In connection with the issuance of the 10% Series A Convertible Notes (see Note
7), the Company had an obligation to file a registration statement covering the
common shares underlying the convertible notes and related warrants (the
"Registrable Securities", as defined in the Registration Rights Agreement). The
obligation to file the registration statement met the criteria of an embedded
derivative to be bifurcated pursuant to SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as amended. Additionally, the Company was
required to classify the warrant obligation as a derivative liability, recorded
at its fair value, in accordance with SFAS No. 133 under EITF Issue No. 00-19,
"Accounting for Derivative Financial Instruments Indexed To, and Potentially
Settled In, a Company's Own Stock." The classification of the warrant obligation
was evaluated at each reporting date and until such time a registration
statement which includes the shares underlying the warrants became effective,
with changes in fair value included in earnings.
RESEARCH AND DEVELOPMENT EXPENSES
The Company incurred approximately $754,000 and $497,000 of research and
development expenses during the years ended March 31, 2006 and 2005,
respectively, which are included in various operating expenses in the
accompanying consolidated statements of operations.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements that have or
are reasonably likely to have a current or future material effect on the
Company's financial statements.
RECLASSIFICATIONS
Certain reclassifications have been made to the 2005 financial statement
presentation to Correspond to the 2006 presentation.
2. PROPERTY AND EQUIPMENT
Property and equipment consist of the following at March 31, 2006:
Furniture and office equipment $ 243,724
Accumulated depreciation (231,346)
---------------
$ 12,378
===============
Depreciation expense for the years ended March 31, 2006 and 2005 approximated
$23,000 and $16,000, respectively.
F-23
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
3. PATENTS
Patents include both foreign and domestic patents. There was one patent pending
at March 31, 2006 and 2005. The unamortized cost of patents and patents pending
is written off when management determines there is no future benefit. During the
years ended March 31, 2006 and 2005, patents with net carrying values of $81,722
and $0, respectively, were written off as impairment expense. At March 31, 2006,
the gross carrying amount of patents and the related accumulated amortization
approximated $157,000 and $26,000, respectively. Amortization of patents
approximated $12,000 and $23,000 during the years ended March 31, 2006 and 2005,
respectively. Amortization expense on patents is estimated to be approximately
$9,000 per year for the next five fiscal years. Some of the Company's patents
have expired and others may expire before FDA approval, if any, is obtained.
4. OTHER ASSETS
Other assets consist of deposits at March 31, 2006.
5. DEBT-TO-EQUITY CONVERSION PROGRAM
In March 2002, for a limited time, the Company extended an offer to certain note
holders and vendors to convert past due amounts into restricted common stock and
warrants to purchase common stock of the Company. The offer entailed the
conversion of liabilities at a rate of one share and one-half of a warrant for
every $1.25 converted. The warrants had an exercise price of $2.00 per share and
expired three years from the date of issuance; none are outstanding at March 31,
2006 and 2005.
6. NOTES PAYABLE
12% NOTES
From August 1999, through September 2000, the Company entered into arrangements
for the issuance of notes payable from private placement offerings (the "12%
Notes") in the original aggregate amount of $422,500. The 12% Notes bore annual
interest at 12% (15% after maturity), required interest to be paid quarterly,
matured one year from the date of issuance, and carried detachable warrants.
These notes have no acceleration provisions. In June 2004, one such note in the
principal amount of $12,500 plus accrued interest was repaid. In December 2004,
each of two such notes in the principal amount of $25,000, plus $17,778 accrued
interest, were converted to 87,303 restricted common shares at $0.49 per share.
On May 27, 2005, the Company issued a promissory note to an accredited investor
in an amount of $100,000 with 12% interest maturing on December 1, 2005. In
conjunction with the issuance of the Note, the Company also issued a 12-month
warrant to acquire 400,000 shares of Common Stock at $0.25 per share.
Accordingly, this warrant has been valued using a Black-Scholes option pricing
model and an associated discount of $41,860, was accreted to interest expense
over the term of the Note. This entire amount was included in interest expense
during the fiscal year ended March 31, 2006.
At March 31, 2006, $372,500 of principal balance of the 12% Notes were
outstanding and delinquent, in default, and bore interest at the default rate of
15%.
F-24
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
6. NOTES PAYABLE (continued)
10% NOTES
In October 2004, the Company issued two $40,000, 10% one-year promissory notes
(the "10% Notes") each with 80,000 three-year warrants to purchase common stock
at $0.50 per share and 44,444 three-year warrants to purchase common stock at
$0.90 per share for cash in the total amount of $80,000 to two accredited
individual investors. In accordance with GAAP, the proceeds of the financing
have been allocated to the debt and the warrants, based on their relative fair
values. Accordingly, a discount of $46,000 has been recorded as a reduction in
the debt blance, and the off-setting credit has been recorded as additional
paid-in capital. The debt discount is amortized and charged to interest expense
over the life of the debt. During each of the fiscal year ended March 31, 2006
and 2005, the Company amortized approximately $23,000 to interest expense. The
entire principal balance of the 10% Notes totaling $80,000, and associated
accrued interest of $8,000, were repaid in October 2005. This transaction was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.
In October 2004, the Company issued a $50,000, 10% one-year promissory note plus
100,000 three-year warrants to purchase common stock at $0.50 per share and
55,555 three-year warrants to purchase common stock at $0.90 per share for cash
in the amount of $50,000 to an accredited individual investor. In accordance
with GAAP, the proceeds of the financing were allocated to the debt and the
warrants in fiscal 2005, based on their relative fair values. Accordingly, a
discount of $38,000 was recorded as a reduction in the debt balance, and the
off-setting credit was recorded as additional paid-in capital. The debt discount
is being amortized and charged to interest expense over the term of the debt.
During the year ended March 31, 2006 and 2005, the Company amortized
approximately $22,000 and $16,000 to interest expense, respectively. During the
year ended March 31, 2005, $20,000 in principal amount of this note was reduced
through application of the note to exercise a portion of the warrants. On March
23, 2006 the Company issued 140,000 restricted shares of common stock in
exchange for the remaining $30,000 principal balance and approximately $4,600 of
accrued interest associated with this note. This transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.
From time to time, the Company issued convertible notes payable ("10% Note") to
various investors, bearing interest at 10% per annum, with principal and
interest due six months from the date of issuance. The 10% Notes require no
payment of principal or interest during the term and may be converted to common
stock of the Company at the conversion price of $0.50 per share at any time at
the option of the noteholder. The total amount of the original notes issued was
$275,000. There were two remaining 10% Notes outstanding at March 31, 2004. As
of such date and through March 31, 2006, these notes were classified as notes
payable since they were no longer convertible.
In July 2004, the Company repaid one of the two remaining 10% Note in the
principal amount of $10,000, plus accrued interest. This note was classified as
notes payable as of March 31, 2004 since the note was no longer convertible at
such time.
The remaining 10% Note in the amount of $5,000, was past due and in default at
March 31, 2006. At March 31, 2006, interest payable on this note totaled $2,375.
9% NOTE
In April 2003, the Company issued a convertible note in the amount of $150,000
("9% Note"), bearing interest at 9% per annum, with principal and interest due
in June 2003, which is in default and currently bears penalty interest at 18%
per annum. The 9% Note required no payment of principal or interest during the
term and was convertible into common stock of the Company at the conversion
price of $0.25 per share through June 2003 at the option of the noteholder. As
this note is no longer convertible, the outstanding balance totaling $150,000
has been recorded as notes payable in the accompanying consolidated balance
sheet.
Notes payable, which are all in default, consist of the following at March 31,
2006:
12% Notes payable, all past due $372,500
10% Note payable, past due 5,000
9% Note payable, past due 150,000
--------
$527,500
========
F-25
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
6. NOTES PAYABLE (continued)
9% NOTE (continued)
Management's plans to satisfy the remaining outstanding balance on these notes
include converting the notes to common stock at market value or repayment with
available funds.
7. CONVERTIBLE NOTES PAYABLE
8% CONVERTIBLE NOTE
In November 2000, the Company issued convertible notes payable ("8% Convertible
Notes") with original issue amounts totaling $395,000, bearing interest at 8%
per annum, with principal and accrued interest due on November 1, 2002.
The 8% Convertible Notes required the Company to file an effective registration
statement by February 2001. The Company filed a Form SB-2 with the SEC in
December 2000; however, such registration statement was never declared effective
and was subsequently abandoned. However, as the underlying securities are no
longer restricted under Rule 144 of the Securities Act of 1933, the Company no
longer plans on filing a registration statement in connection with this
transaction. The Company accrued and expensed penalties approximating $244,000
through March 31, 2004 in connection with not filing an effective registration
statement. During the year ended March 31, 2005 it was discovered that the
penalties did not have to be paid. Accordingly, such amount was reversed in
fiscal 2005 and is included as a credit to interest expense in the accompanying
consolidated statements of operations.
There was one remaining 8% Convertible Note with an outstanding principal
balance of $125,000 at March 31, 2004. This note balance, including accrued
interest of $38,370, was converted in September 2004 to 479,513 shares of common
stock
15% CONVERTIBLE NOTE
On May 16, 2005 the Company issued Fusion Capital ("Fusion") a $30,000
Convertible Promissory Note (the "Convertible Note") with an interest rate of
fifteen percent (15%) per annum that matured on August 15, 2005 (the "Maturity
Date"). In addition, the Company issued Fusion a five-year warrant to purchase
300,000 shares of the Company's common stock at an exercise price of $0.25 per
share (the "Warrant"). In accordance with EITF Issue No. 98-5, EITF Issue No.
00-27 and APB No. 14, the Company recorded debt discounts associated with
conversion feature and the warrants totaling $30,000 which was entirely
amortized to interest expense during the fiscal year ended March 31, 2006. The
Convertible Note and approximately $5,000 in associated accrued interest was
exchanged for 174,716 shares of restricted common stock on March 23, 2006.
10% SERIES A CONVERTIBLE NOTES
From July 11, 2005 through December 15, 2005 the Company received cash
investments totaling $1,000,000 from accredited investors based on agreed-upon
terms reached on the cash receipt dates. Such investments were documented in
November and December 2005 in several 10% Series A Convertible Notes. The 10%
Series A Convertible Notes accrue interest at a rate of ten percent (10%) per
annum and mature on January 2, 2007. The 10% Series A Convertible Notes are
convertible into shares of common stock at any time at the election of the
holder at a conversion price equal to $0.20 per share for any conversion
occurring on or prior to the maturity date.
In addition, upon conversion, the Company is obligated to issue three-year
Warrants (the "Series A Warrants") to purchase a number of shares equal to the
number of shares into which the Series A Notes can be converted at an exercise
price of $0.20.
The Conversion Option
SFAS No. 133 states that a contract issued by an entity that is both (a) indexed
to its own stock and (b) would be classified in stockholders' equity if it were
a freestanding financial instrument is not a derivative for purposes of that
pronouncement. Management has concluded that the conversion option associated
with the 10% Series A Convertible Notes is "indexed to the Company's own stock"
as that term is defined by EITF Issue No. 01-6, "The Meaning of Indexed to
Company's Own Stock". In addition, since such notes have been determined to be
F-26
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
7. CONVERTIBLE NOTES PAYABLE (continued)
10% SERIES A CONVERTIBLE NOTES (continued)
"conventional convertible debt instruments" as defined in EITF Issue No. 05-2,
"The Meaning of Conventional Convertible Debt Instrument" in Issue 00-19", the
requirements of EITF Issue No. 00-19 do not apply. Lastly, the debt host
contract is not a derivative in its entirety and (based on SFAS No. 133) the
conversion option need not be bifurcated from such contract. Therefore, the
conversion option is not a derivative instrument as contemplated by EITF Issue
No. 00-19 or SFAS No. 133. As explained below, the Company has therefore applied
intrinsic value accounting to the BCF embedded in the conversion option.
Intrinsic Value Accounting for the BCF
The Company has accounted for the BCF associated with the 10% Series A
Convertible Notes in accordance EITF Issue No. 98-5, EITF Issue No. 00-27, and
APB No. 14. The convertible feature of the 10% Series A Convertible Notes
provides for a rate of conversion that is below market value. The excess of the
proceeds over the estimated fair value of the warrants (see "Accounting for the
Warrants" below) was used to calculate the effective conversion price per share.
Pursuant to EITF 98-5 and EITF 00-27, the Company has estimated the fair value
of such BCF to be $270,125 and recorded such amount as a debt discount against
the face amount of the notes. Such discount is being accreted to interest
expense over the term of the notes. Total interest expense on the 10% Series A
Convertible Notes for amortization of the above BCF debt discount totaled
$142,365 for the fiscal year ended March 31, 2006.
Accounting for the Warrants
Under this transaction, the Company is obligated to register for resale the
common shares underlying the warrants, and as a result, the embedded derivative
associated with this warrant obligation does not meet the scope exception of
paragraph 11(a) of SFAS No. 133. Specifically, at the commitment date, the
Company did not have any uncommitted registered shares to settle the warrant
obligation and accordingly, such obligation was required to be classified as a
liability (outside of stockholders' deficit) in accordance with EITF Issue No.
00-19. The Series A Warrants were valued at $729,875 on the commitment date
using a Binomial Lattice option pricing model. Such amount was recorded as a
derivative liability and an offsetting debt discount against the face amount of
the 10% Series A Convertible Notes. Such debt discount will be expensed as
future conversions occur.
On January, 2006, the registration statement which included the shares
underlying the 10% Series A Convertible Notes and related warrants was deemed
effective. Accordingly, the Company revalued the warrants at such date, totaling
$1,090,000, with the change in fair value of the warrant liability totaling
$360,125 expensed in the accompanying consolidated statements of operations for
the year ended March 31, 2006.
If the effectiveness of the registration statement is not maintained, the
Company could incur liquidated damages as described in the related registration
rights agreement.
8. EQUITY TRANSACTIONS
2003 CONSULTANT STOCK PLAN
In August 2003, the Company adopted the 2003 Consultant Stock Plan (the "Stock
Plan"), which provides for grants of common stock through August 2013, to assist
the Company in obtaining and retaining the services of persons providing
consulting services for the Company. A total of 1,000,000 common shares are
reserved for issuance under the Stock Plan. On March 29, 2004, the Company filed
a registration statement on Form S-8 for the purpose of registering 1,000,000
common shares issuable under the Stock Plan under the Securities Act of 1933. On
August 29, 2005, the Company filed a Form S-8 for the purpose of registering an
additional 2,000,000 shares, for a total of 3,000,000 common shares reserved
under the Plan.
F-27
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
8. EQUITY TRANSACTIONS (continued)
2005 DIRECTORS COMPENSATION PROGRAM
In February 2005, the Company adopted the 2005 Directors Compensation Program
(the "Directors Compensation Program") to assist in obtaining and retaining the
services of outside directors. Under the Directors Compensation Program, a newly
elected director will receive a one time grant of a non-qualified stock option
of 1.5% of the common stock outstanding at the time of election. The options
will vest one-third at the time of election to the board and the remaining
two-thirds will vest equally at year end over three years. Additionally, each
director will also receive an annual $25,000 non-qualified stock option
retainer, $15,000 of which is to be paid at the first of the year to all
directors who are on the Board prior to the first meeting of the year and a
$10,000 retainer will be paid if a director attends 75% of the meetings either
in person, via conference call or other electronic means. The exercise price for
the options under the Directors Compensation Program will equal the average
closing of the last ten (10) trading days prior to the date earned.
COMMON STOCK
In April 2004, the Company issued 500,000 shares of restricted common stock to
an accredited individual investor in connection with the exercise of warrants at
$0.25 per share for cash totaling $125,000. This transaction was exempt from
registration pursuant to Regulation D promulgated under the Securities Act of
1933.
In April 2004, the Company issued 17,143 shares at $1.75 per share to an
accredited individual investor for investor relations services in the amount of
$30,000. This transaction was exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933.
In April 2004, the Company issued 50,000 shares of restricted common stock to
Fusion Capital Fund II, LLC, an accredited institutional investor, for a
financing commitment to provide $6,000,000 under a registered private placement.
In connection with the $6,000,000 financing the Company paid a fee to Fusion
Capital in the amount of 418,604 shares of common stock. The Company recorded no
expense related to the issuance of these shares since they were related to
equity fund raising activities. This transaction was exempt from registration
pursuant to Regulation D promulgated under the Securities Act of 1933.
In May 2004, the Company issued 225,000 shares of common stock at $0.44 per
share and 225,000 warrants to purchase the Company's common stock at a price of
$0.76 per share to legal counsel for legal services in the amount of $99,000,
which was recorded as expense in the accompanying consolidated financial
statements. This transaction was exempt from registration pursuant to Section
4(2)of the Securities Act of 1933.
In May 2004, a $50,000 10% convertible note was converted at $0.44 per share for
113,636 shares of common stock and 113,636 warrants to purchase the Company's
common stock at a price of $0.76 per share. This transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.
In May 2004, the Company issued a total of 1,415,909 shares of restricted stock
at a price of $0.44 per share for cash totaling $623,000 to fourteen accredited
investors. In connection with the issuance of these shares, the Company granted
the stockholders 1,640,908 warrants to purchase the Company's common stock at a
price of $0.76 per share. The warrants vested immediately and expire on the
fifth anniversary from the date when a registration statement covering the
common stock underlying such warrants is declared effective. This transaction
was exempt from registration pursuant to Regulation D promulgated under the
Securities Act of 1933.
In July 2004, the Company issued 10,715 shares of restricted common stock at
$0.70 per share to an accredited individual for employee placement services in
the amount of $7,500. This transaction was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933.
In July 2004, the Company issued 6,850 shares of restricted common stock at
$0.73 per share to an accredited individual for consulting services on
opportunities for the Company's Hemopurifier(TM) within the biodefense
marketplace in the amount of $5,000. This transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.
In September 2004, the Company issued 479,513 shares of restricted common stock
to an accredited investor, in conjunction with the conversion of $125,000 in
principal amount of notes, plus accrued interest, at $0.34 per share, in
accordance with their convertible note agreement (see Note 7). This transaction
was exempt from registration pursuant to Regulation D promulgated under the
Securities Act of 1933.
F-28
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
8. EQUITY TRANSACTIONS (continued)
COMMON STOCK (continued)
In November and December 2004, the Company issued 80,000 shares of restricted
common stock to an accredited individual investor in connection with the
exercise of 80,000 warrants at $0.25 per share for consideration of a $20,000
reduction in the principal amount of a 10% one-year promissory note. This
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.
In December 2004, the Company issued 461,667 shares of restricted common stock
to two accredited individual investors in connection with the exercise of
461,667 warrants at $0.25 per share for cash totaling $115,417. This transaction
was exempt from registration pursuant to Section 4(2) of the Securities Act of
1933.
In December 2004, the Company repaid two $25,000 12% promissory notes, including
accrued interest of $17,778 each, through the issuance of 87,303 restricted
common shares at $0.49 per share to each of two separate accredited individual
investors. These transactions were exempt from registration pursuant to Section
4(2) of the Securities Act of 1933.
In December 2004, the Company issued 60,000 shares of restricted common stock at
$0.50 per share under a consulting agreement with an accredited individual
investor, for investor relations consulting services to the Company. The fair
value of the transaction of $30,000 was recorded as deferred compensation and
presented as an offset to additional paid-in capital in the accompanying
consolidated financial statements. Such amount is being amortized to expense
over the six month term of the agreement. At March 31, 2005, $15,000 of such
amount remained unamortized. This transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933. The remaining $15,000
balance in deferred consulting fees were amortized during the fiscal year ended
March 31, 2006.
In January 2005, the Company issued 55,556 shares of restricted common stock at
$0.36 per share and a warrant to purchase 55,556 shares of common stock at $0.44
per share for cash in the amount of $20,000 to an accredited individual
investor. This transaction was exempt from registration pursuant to Section
4(2)of the Securities Act of 1933.
In January 2005, the Company issued 66,666 shares of restricted common stock at
$0.45 per share to an accredited individual investor under a consulting
agreement for investor relations services to the Company. The fair value of the
transaction of $30,000 was recorded as deferred compensation and presented as an
offset to additional paid-in capital in the accompanying consolidated financial
statements. Such amount is being amortized to expense over the six month term of
the agreement. At March 31, 2005, $15,000 of such amount remained unamortized.
This transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933. The remaining $15,000 balance in deferred consulting
fees were amortized during the fiscal year ended March 31, 2006.
In January 2005, the Company issued 25,834 shares of restricted common stock to
an accredited individual investor in connection with the exercise of a warrant
to purchase 25,834 shares of common stock at $0.25 per share for cash totaling
$6,459. This transaction was exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933.
In February 2005, the Company issued 139,063 shares of restricted common stock
to an accredited individual investor in connection with the exercise of a
warrant to purchase 139,063 shares of common stock at $0.25 per share for cash
totaling $34,766. This transaction was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933.
F-29
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
8. EQUITY TRANSACTIONS (continued)
COMMON STOCK (continued)
In February 2005, the Company issued 90,000 shares of restricted common stock at
$0.27 per share and a three-year warrant to purchase 90,000 shares of common
stock at $0.34 per share for cash in the amount of $24,300 to an accredited
individual investor. This transaction was exempt from registration pursuant to
Section 4(2)of the Securities Act of 1933.
During the year ended March 31, 2005, the Company issued an additional total of
1,416,958 shares of restricted common stock at prices ranging from $0.25 to
$0.52 for total cash proceeds of approximately $541,000.
During the year ended March 31, 2005, the Company issued an additional 557,647
shares of restricted common stock at prices ranging from $0.25 to $0.55 under
various consulting service agreements for total recorded value of approximately
$196,000. All services on these agreements were completed and expensed during
the year ended March 31, 2005.
In April 2005, the Company issued 9,740 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.31 per share in payment for scientific consulting services to
the Company valued at $3,000.
In April 2005, the Company issued 25,134 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.30 per share in payment for regulatory affairs consulting
services to the Company valued at $7,500.
In April 2005, the Company issued 31,424 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.25 per share in payment for regulatory affairs consulting
services to the Company valued at $7,900.
During the year ended March 31, 2006, the Company issued 3,990,807 shares of
common stock at prices between $0.25 to and $0.76 per share to Fusion Capital
under its $6,000,000 common stock purchase agreement for cash proceeds totaling
$1,436,815. These shares are registered pursuant to the Company's Form SB-2
registration statement effective December 7, 2004.
During the quarter ended June 30, 2005, the Company issued 95,420 shares of
common stock pursuant to the Company's S-8 registration statement covering the
Company's 2003 Consultant Stock Plan at $0.262 per share in payment for
regulatory affairs consulting services to the Company valued at $25,000.
In May 2005, the Company issued 33,228 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.25 per share in payment for regulatory affairs consulting
services to the Company valued at $8,440.
In May 2005, the Company issued 24,000 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.25 per share in payment for investor relations consulting
services to the Company valued at $6,000.
In May 2005 the Company issued 100,000 shares of common stock and a warrant to
purchase 400,000 shares of common stock at a purchase price of $0.18 per share
to an accredited investor for $17,600. This transaction was exempt from
registration pursuant to Regulation D promulgated under the Securities Act of
1933.
F-30
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
8. EQUITY TRANSACTIONS (continued)
COMMON STOCK (continued)
In May 2005, the Company issued 11,450 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.26 per share in payment for scientific consulting services to
the Company valued at $3,000.
In June 2005, the Company issued 34,352 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.26 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
In June 2005, the Company issued 34,352 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.26 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
In June 2005, the Company issued 11,450 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.26 per share in payment for scientific consulting services to
the Company valued at $3,000.
In June 2005, the Company issued 21,008 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.24 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
In June 2005, the Company issued 836,730 shares of restricted common stock and a
three-year warrant to purchase 418,365 shares of the Company's restricted common
stock at an exercise price of $0.25 to legal counsel as an inducement to settle
accrued past due legal services payable in the amount of $167,346 which had been
expensed in the prior fiscal year. At the time of the settlement, the shares of
the Company's restricted common stock were valued at $209,183 and, using a
Black-Scholes option pricing model, the warrant was valued at $100,408. The
non-cash additional consideration of $142,245 has been recorded as professional
fees expense during the fiscal year ended March 31, 2006.
In June 2005, the Company issued 12,605 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.24 per share in payment for scientific consulting services to
the Company valued at $3,000.
During the quarter ended June 30, 2005, the Company expensed $30,000 of deferred
consulting fees, which were included in additional paid-in capital at March 31,
2005, as the related consulting services were completed.
In July 2005, the Company issued 43,479 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.23 per share in payment for regulatory affairs consulting
services to the Company valued at $10,000.
In July 2005, the Company issued 2,155 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.23 per share in payment for regulatory affairs consulting
services to the Company valued at $500.
In August 2005, the Company issued 37,863 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.23 per share in payment for regulatory affairs consulting
services to the Company valued at $8,557.
F-31
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
8. EQUITY TRANSACTIONS (continued)
COMMON STOCK (continued)
In August 2005, the Company issued 91,739 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.23 per share in payment for regulatory affairs consulting
services to the Company valued at $21,100.
In August 2005, the Company issued 21,368 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.23 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
In August 2005, the Company issued 175,755 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.21 per share in payment for regulatory affairs consulting
services to the Company valued at $37,260.
In September 2005, the Company issued 27,852 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.21 per share in payment for regulatory affairs consulting
services to the Company valued at $5,738.
In October 2005, the Company issued 21,186 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.24 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
In October 2005, the Company issued 35,278 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.22 per share in payment for regulatory affairs consulting
services to the Company valued at $7,620.
In November 2005, the Company issued 19,948 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.38 per share in payment for regulatory affairs consulting
services to the Company valued at $7,660.
In November 2005, the Company issued 97,662 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.37 per share in payment for regulatory affairs consulting
services to the Company valued at $36,135.
In November 2005, the Company issued 13,298 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.38 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
In December 2005, the Company issued 371,847 shares of common stock to legal
counsel pursuant to the Company's S-8 registration statement covering the
Company's 2003 Consultant Stock Plan at $0.25 per share in payment of general
legal fees valued at $91,509.
In December 2005, the Company issued 73,964 shares of restricted common stock at
$0.25 per share in payment of legal fees related to capital raising transactions
valued at $18,202.
F-32
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
8. EQUITY TRANSACTIONS (continued)
COMMON STOCK (continued)
In December 2005, the Company issued 13,333 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.29 per share in payment for regulatory affairs consulting
services to the Company valued at $3,840.
In December 2005, the Company issued 15,060 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.33 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
In January 2006, the Company issued 579,813 shares of restricted common stock at
$0.24 per share in payment for patent fees valued at $139,155.
In January 2006, the Company issued 66,017 shares of restricted common stock at
Prices ranging from $0.28 to $0.33 per share in payment for investor relations
valued at $20,000.
In January 2006, the Company issued 9,091 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.33 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000.
In January 2006, the Company issued 13,889 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.36 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
In February 2006, the Company issued 10,563 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.28 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000.
In March 2006, the Company issued 17,730 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.28 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
In March 2006, the Company issued 79,255 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.28 per share in payment for Corporate communications consulting
services to the Company valued at $19,974.
In March 2006, the Company issued 110,040 shares of common stock to legal
counsel pursuant to the Company's S-8 registration statement covering the
Company's 2003 Consultant Stock Plan and 110,040 shares of restricted stock at
$0.39 per share in payment of general legal fees valued at $85,392.
In March 2006, the Company issued 7,275 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.49 per share in payment for regulatory affairs consulting
services to the Company.
In March 2006, the Company issued 27,284 shares of common stock to legal counsel
pursuant to the Company's S-8 registration statement covering the Company's 2003
Consultant Stock Plan at $0.34 per share in payment of general legal fees valued
at $9,197.
F-33
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
8. EQUITY TRANSACTIONS (continued)
COMMON STOCK (continued)
In March 2006, the Company issued 158,046 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.33 per share in payment for regulatory affairs consulting
services to the Company valued at $52,155.
In March 2006, the Company converted a $30,000 10% promissory notes held by an
accredited individual investor, including accrued interest of $4,564, through
the issuance of 140,000 restricted common shares at $0.25 per share.
In March 2006, a $30,000 15% convertible note, including accrued interest of
$4,943, was converted at $0.20 per share for 174,716 shares of common stock.
This transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.
In March 2006, the Company issued 150,000 shares of restricted common stock
under a one year investor relations consulting agreement which was valued at
$49,000 and being amortized over a one year period. Approximately $4,000 was
amortized during the year ended March 31, 2006. As a result, the remaining
balance of $44,917 represents that entire balance of deferred consulting fees
(contra equity) in accompanying consolidated balance sheet.
In March 2006, the Company issued 35,714 shares of restricted common stock
payment of professional services related to investor relations valued at
$10,000.
In March 2006, the Company issued 15,152 shares of restricted common stock at
$0.33 per share in payment of professional services related to investor
relations valued at $5,000.
In March 2006, the Company issued 33,333 shares of restricted common stock at
$0.30 per share in payment of an option agreement valued at $10,000.
WARRANTS
During the year ended March 31, 2005, the Company granted 568,181 warrants to an
investor in connection with a commitment fee for the purchase of common stock.
The warrants have an exercise price of $0.76 per share, vest immediately and are
exercisable through May 2009. As the warrants were issued in connection with
equity financing, no expense has been recorded in the accompanying consolidated
financial statements.
During the year ended March 31, 2005, the Company granted 847,727 warrants to
investors in connection with the purchase of common stock. The warrants have an
exercise price of $0.76 per share, vest immediately and are exercisable through
May 2009. As the warrants were issued in connection with equity financing, no
expense has been recorded in the accompanying consolidated financial statements.
During the year ended March 31, 2005, the Company issued 113,636 warrants to
purchase common stock for $0.76 per share, which are exercisable through May
2009 and vested upon grant. The warrants were issued in connection with the
conversion of notes payable (see Notes 7 and 8). These warrants were valued
using the Black Scholes option pricing model; the relative pro-rata estimated
fair value was insignificant and was charged to interest expense upon grant.
During the year ended March 31, 2005, the Company issued 225,000 warrants to
purchase common stock for $0.76 per share, which are exercisable through May
2009 and vested upon grant. The warrants were issued in connection with common
stock issued for legal services expense totaling $99,000 (see "Common Stock"
above).
F-34
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
8. EQUITY TRANSACTIONS (continued)
WARRANTS (continued)
During the year ended March 31, 2005, the Company issued 260,000 warrants to
purchase common stock for $0.50 per share, which vested upon grant and expire in
October 2007. The warrants were issued in connection with the issuance of notes
payable (see Note 7). These warrants were valued using the Black Scholes option
pricing model; the relative pro-rata estimated fair value is being amortized to
interest expense over the life of the notes.
During the year ended March 31, 2005, the Company issued 144,443 warrants to
purchase common stock for $0.90 per share, which vested upon grant and expire in
October 2007. The warrants were issued in connection with the issuance of notes
payable (see Note 7). These warrants were valued using the Black Scholes option
pricing model; the relative pro-rata estimated fair value was amortized to
interest expense over the life of the notes.
During the year ended March 31, 2005, the Company granted 55,556 warrants to An
investor in connection with the purchase of common stock. The warrants have an
exercise price of $0.44 per share, vest immediately and are exercisable through
January 2008. As the warrants were issued in connection with equity financing,
no expense has been recorded in the accompanying consolidated financial
statements.
During the year ended March 31, 2005, the Company granted 90,000 warrants to
investors in connection with the purchase of common stock. The warrants have an
exercise price of $0.34 per share, vest immediately and are exercisable through
February 2008. As the warrants were issued in connection with equity financing,
no expense has been recorded in the accompanying consolidated financial
statements.
As noted under "Common Stock", 1,206,564 warrants with an exercise price of
$0.25 per share, which were granted to investors in connection with the purchase
of common stock, were exercised during the year ended March 31, 2005.
On May 16, 2005, the Company granted 100,000 warrants to an accredited investor
in connection with the purchase of 100,000 restricted common shares for $17,600.
the warrants have an exercise price of $0.176 and are exercisable through May
2008.
On May 16, 2005, the Company granted 300,000 warrants to Fusion Capital Fund II,
LLC in connection with the issuance of a 15% Convertible Note. The warrants have
an exercise price of $0.25 per share and are exercisable through May 2010.
On May 27, 2005, the Company granted 400,000 warrants to an accredited investor
in connection with the issuance of a $100,000 12% note payable. The warrants had
an exercise price of $0.25 and expired on May 27, 2006.
On June 27, 2005, the Company granted three-year warrants to purchase 418,365
shares of the Company's restricted common stock at an exercise price of $0.25 to
legal counsel as an inducement to settle accrued past due legal services
payable.
From July 11, 2006 through December 14, 2005, the Company granted three-year
warrants to purchase 5,000,000 shares of common stock to the holders of an
aggregate of $1,000,000 in 10% Series A Convertible Notes. The warrants have an
exercise price of $0.20 and will be issued upon conversion of the underlying 10%
Series A Convertible Notes.
On March 31, 2006, as an inducement to exercise 568,181 warrants at an exercise
price of $0.76 per share, the Company issued five-year replacement warrants in
like amount to Fusion Capital Fund II, LLC. The 568,181 replacement warrants
have an exercise price of $0.76. Such warrants were valued using Binomial Option
Pricing model and such vale was insignificant.
F-35
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
8. EQUITY TRANSACTIONS (continued)
WARRANTS (continued)
A summary of the aggregate warrant activity for the years ended March 31, 2006
and 2005 is presented below:
Year Ended March 31,
-----------------------------------------------------
2006 2005
------------------------- -------------------------
Weighted Weighted
Average Average
Exercise Exercise
Warrants Price Warrants Price
----------- ----------- ----------- -----------
Outstanding, beginning of year 2,833,834 $ 0.91 3,793,194 $ 2.22
Granted 1,786,546 $ 0.41 2,311,543 0.71
Exercised (568,182) $ 0.76 (1,206,564) 0.25
Cancelled/Forfeited (260,291) $ 3.30 (2,064,339) 2.75
----------- --------- ---------- ---------
Outstanding, end of year 3,791,908 $ 0.61 2,833,834 $ 0.91
=========== ========= ========== =========
Exercisable, end of year 3,791,908 $ 0.61 2,833,834 $ 0.91
=========== ========= ========== =========
Weighted average estimated fair
value of warrants granted $ 0.23 $ 0.60
========= =========
The following outlines the significant weighted average assumptions used to
estimate the fair value information presented utilizing the Black-Scholes and
Binomial Lattice option pricing models:
Years Ended March 31,
2006 2005
----------- -----------
Risk free interest rate 4.18%-4.3% 2.00%
Average expected life 3 years 2 years
Expected volatility 72% - 97% 139%
Expected dividends None None
The detail of the warrants outstanding and exercisable as of March 31, 2006 is
as follows:
Warrants Outstanding Warrants Exercisable
--------------------------------------- --------------------------
Weighted Weighted Weighted
Average Average Average
Number Remaining Exercise Number Exercise
Range of Exercise Prices Outstanding Life (Years) Price Outstanding Price
--------------------------- -------------- ------------- ---------- --------------- ----------
$0.18 - $0.20 100,000 3.00 $ 0.18 100,000 $ 0.18
$0.25 - $0.44 1,443,921 1.76 $ 0.26 1,443,921 $ 0.26
$0.50 - $0.90 2,158,987 3.63 $ 0.74 2,158,987 $ 0.74
$2.75 - $4.00 89,000 0.73 $ 3.79 89,000 $ 3.79
-------------- ---------------
3,791,908 3,791,908
============== ===============
F-36
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
8. EQUITY TRANSACTIONS (continued)
OPTIONS
At March 31, 2006, the Company had issued 1,337,825 options to outside directors
and 3,965,450 options to employee-directors under the 2005 Directors
Compensation Program.
From time to time, the Company's Board of Directors grants common share purchase
options or warrants to selected directors, officers, employees, consultants and
advisors in payment of goods or services provided by such persons on a
stand-alone basis outside of any of the Company's formal stock plans. The terms
of these grants are individually negotiated.
In August 2000, the Company adopted the 2000 Stock Option Plan ("Stock Option
Plan"), which was approved by its stockholders in September 2000. The Stock
Option Plan provides for the issuance of up to 500,000 options to purchase
shares of common stock. Such options can be incentive options or nonstatutory
options, and may be granted to employees, directors and consultants. The Stock
Option Plan has limits as to the eligibility of those stockholders who own more
than 10% of Company stock, as defined. The options granted pursuant to the Stock
Option Plan may have exercise prices of no less than 100% of fair market value
of the Company's common stock at the date of grant (incentive options), or no
less than 75% of fair market value of such stock at the date of grant
(nonstatutory). At March 31, 2006, the Company had granted 47,500 options under
the 2000 Stock Option Plan of which 15,000 had been forfeited, with 467,500
available for future issuance.
In March 2002, the Board of Directors granted the Company's Chief Executive
Officer ("CEO") and Chief Scientific Officer ("CSO") non-qualified stock options
to purchase up to 250,000 shares of common stock each, at an exercise price of
$1.90 per share (the estimated fair value of the underlying common stock at
grant date) and expire March 2012. Awards are earned upon achievement of certain
financial and/or research and development milestones. On July 1, 2005, the
Company's CEO forfeited all of his aforementioned 250,000 options.
In February 2005, the Board of Directors granted the Company's Chief Executive
Officer ("CEO")and Chief Scientific Officer ("CSO") non-qualified stock options
to purchase up to 2,231,100 and 1,734,350 shares of common stock, respectively,
at an exercise price of $0.38 per share and vest fifty percent immediately,
twenty-five percent in December 2005 and twenty-five percent in December 2006.
In addition Mr. Calvin Leung, a board member, was granted non-qualified stock
options to purchase up to 308,725 shares at $0.38 that vest fifty percent
immediately, twenty-five percent in December 2005 and twenty-five percent in
December 2006. Messrs. Franklyn S. Barry and Edward G. Broenniman, board
members, were each granted non-qualified stock options to purchase up to 514,550
shares at $0.38 that vest forty percent immediately, twenty-five percent in
December 2005 and twenty-five percent in December 2006. All of these options
granted expire in 2010 and 2011 and were granted at a price that was $0.08 below
the estimated fair value of the underlying common stock on the date of grant.
Accordingly, the Company recorded approximately $424,000 of compensation expense
in the accompanying consolidated statement of operations for the year ended
March 31, 2005.
On September 9, 2005, the Company granted 2,857,143 options to James A. Joyce,
its Chief Executive Officer, in exchange for $300,000 of accrued related-party
liabilities. The fair value of such options approximated the value of the
accrued related-party liability.
F-37
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
8. EQUITY TRANSACTIONS (continued)
OPTIONS (continued)
The following is a summary of the stock options outstanding at March 31, 2006
and 2005 and the changes during the two years then ended:
Year Ended March 31,
------------------------------------------------
2006 2005
----------------------- ----------------------
Weighted Weighted
Average Average
Exercise Exercise
Options Price Options Price
----------- --------- ----------- ---------
Outstanding, beginning of year 6,679,390 $ 0.80 1,376,115 $ 2.49
Granted 3,357,143 0.21 5,303,275 0.38
Exercised -- -- -- --
Cancelled/Forfeited (1,023,748) 2.74 -- --
----------- --------- ----------- ---------
Outstanding, end of year 9,012,785 $ 0.38 6,679,390 $ 0.80
=========== ========= =========== =========
Exercisable, end of year 7,135,518 $ 0.39 3,924,856 $ 1.10
=========== ========= =========== =========
Weighted average estimated
fair value of options
granted $ 0.12 $ 0.45
========= =========
The following outlines the significant weighted average assumptions used to
estimate the fair value information presented utilizing the Binomial Lattice
option pricing model for the years ended March 31, 2006 and March 31, 2005:
Years Ended March 31,
2006 2005
--------- -------
Risk free interest rate 4.18% 3.75%
Average expected life 4.7 years 4 years
Expected volatility 72% 225%
Expected dividends None None
The detail of the options outstanding and exercisable as of March 31, 2006 is as
follows:
Options Outstanding Options Exercisable
-------------------------------- ---------------------
Weighted Weighted Weighted
Average Average Average
Number Remaining Exercise Number Exercise
Range of Exercise Prices Outstanding Life Price Outstanding Price
------------------------ ----------- ---------- --------- ----------- ---------
$0.21 - $0.23 3,357,143 4.13 years $ 0.21 2,857,143 $ 0.21
$0.38 5,303,275 4.61 years $ 0.38 3,926,008 $ 0.38
$1.78 - $3.75 352,367 5.57 years $ 2.02 352,367 $ 2.02
----------- ----------
9,012,785 7,135,518
=========== ==========
F-38
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
9. RELATED PARTY TRANSACTIONS
DUE TO RELATED PARTIES
Certain officers of the Company and other related parties have advanced the
Company funds, agreed to defer compensation and/or paid expenses on behalf of
the Company to cover working capital deficiencies. These non interest-bearing
liabilities have been included as due to related parties in the accompanying
consolidated financial statements.
Other related party transactions are disclosed elsewhere in these notes to
consolidated financial statements.
10. INCOME TAX PROVISION
Income tax expense for the years ended March 31, 2006 and 2005 differed from the
amounts computed by applying the U.S. Federal income tax rate of 34 percent to
the loss from continuing operations before provision for income taxes as a
result of the following:
2006 2005
----------- -----------
Computed "expected" tax benefit $ (993,000) $ (713,000)
Reduction in income taxes resulting from:
Derivative expense 122,000 --
Change in deferred tax assets valuation
allowance 1,024,000 814,000
State and local income taxes,
net of federal benefit (153,000) (125,000)
Other -- 24,000
----------- -----------
$ -- $ --
=========== ===========
The tax effects of temporary differences that give rise to significant portions
of deferred tax assets at March 31, 2006 are presented below:
Deferred tax assets:
Capitalized research and development $ 2,401,000
Net operating loss carryforwards 4,401,000
Other 136,000
-----------
Total gross deferred tax assets 6,938,000
Less valuation allowance (6,938,000)
-----------
Net deferred tax assets $ --
===========
The valuation allowance increased by $1,024,000 and $814,000 during the years
ended March 31, 2006 and 2005, respectively. The current provision for income
taxes for the years ended March 31, 2006 and 2005 is not significant and due
primarily to certain state taxes. In assessing the realizability of deferred tax
assets, management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which temporary differences become
deductible. Management considers projected future taxable income and tax
planning strategies in making this assessment. Based upon the history of
operating losses, management believes it is more likely than not the Company
will not realize the benefits of these deductible differences. A full reduction
allowance has been recorded to offset 100% of the deferred tax asset.
As of March 31, 2006, the Company had tax net operating loss carryforwards of
approximately $11,600,000 and $6,300,000 available to offset future taxable
Federal and state income, respectively. The carryforward amounts expire in
various years through 2026. In the event the Company were to experience a
greater than 50% change in ownership as defined in Section 382 of the Internal
Revenue Code, the utilization of the Company's tax net operating loss
carryforwards could be severely restricted.
F-39
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
11. COMMITMENTS AND CONTINGENCIES
EMPLOYMENT CONTRACTS
The Company entered into an employment agreement with its Chairman of the Board
effective April 1, 1999. The agreement, which is cancelable by either party upon
sixty days notice, will be in effect until the employee retires or ceases to be
employed by the Company. The Chairman of the Board was appointed President and
Chief Executive Officer ("CEO") effective June 1, 2001 upon which the base
annual salary was increased from $120,000 to $180,000. Effective January 1,
2005, the CEO's salary was increased from $180,000 to $205,000 per year. The CEO
is eligible for an annual bonus at the discretion of the Board of Directors, of
which $0 and $20,000 was earned during each of the years ended March 31, 2006
and 2005, respectively. Under the terms of the agreement, if the employee is
terminated he may become eligible to receive a salary continuation payment in
the amount of twelve months' base salary. Effective April 1, 2006,the CEO's
salary was increased from $205,000 to $240,000 per year.
The Company entered into an employment agreement with Dr. Tullis effective
January 10, 2000. Effective June 1, 2001, Dr. Tullis was appointed the Company's
Chief Science Officer of the Company. His compensation under the agreement was
modified in June 2001 from $80,000 to $150,000 per year. Effective January 1,
2005 Dr. Tullis' salary was increased from $150,000 to $165,000 per year Under
the terms of the agreement, his employment continues at a salary of $165,000 per
year for successive one-year periods, unless given notice of termination 60 days
prior to the anniversary of his employment agreement. Dr. Tullis was granted
250,000 stock options to purchase the Company's common stock in connection the
completing certain milestones, such as the initiation and completion of certain
clinical trials, the submission of proposals to the FDA and the filing of a
patent application. Under the terms of the agreement, if the employee is
terminated he may become eligible to receive a salary continuation payment in
the amount of twelve months base salary. Effective April 1, 2006, the CSO's
salary was increased from $165,000 per year to $185,000 per year.
LEASE COMMITMENTS
The Company leases its office and research and development space under an
operating lease agreement which expires in July 2006. The Company signed a new
12 month extension of its existing lease on substantially the same terms as its
present lease. Minimum monthly payments under the new extension approximate
$7,700.
Rent expense approximated $126,000 and $106,000 for the years ended March 31,
2006 and 2005, respectively.
12. SUBSEQUENT EVENTS (unaudited)
In April 2006, the Company issued 3,782 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.79 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000.
In April 2006, the Company issued 25,601 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.50 per share in payment for past due rents owed by the Company
valued at $12,800.
In April 2006, the Company issued 6,313 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.79 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
F-40
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------
12. SUBSEQUENT EVENTS (unaudited) (continued)
In April 2006, the Company issued 10,000 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.50 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
In April 2006, the Company issued 14,563 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.29 per share in payment for regulatory affairs consulting
services to the Company valued at $4,165.
In April 2006, the Company issued 3,086 shares of restricted common stock at
$0.81 per share in payment for investor relations.
During April 2006, the Company issued 209,679 shares of common stock at prices
between $0.57 and $0.74 per share to Fusion Capital under its $6,000,000 common
stock purchase agreement for cash proceeds totaling $140,002. These shares are
registered pursuant to the Company's Form SB-2 registration statement effective
December 7, 2004.
In April 2006, the Company repaid a $25,000 15% promissory notes, including
accrued interest of $18,750, through the issuance of 107,759 restricted common
shares at $0.405 per share to an accredited individual investor.
In May 2006, the Company issued 8,532 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.59 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
In May 2006, the Company issued 5,703 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.53 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000.
In May 2006, the Company issued 4,545 shares of restricted common stock at $0.55
per share in payment for investor relations.
In June 2006, the Company issued 8,681 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.58 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000.
In June 2006, the Company issued 5,703 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.53 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000.
In June 2006, the Company issued 3,363 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.45 per share in payment for regulatory affairs consulting
services to the Company valued at $1,500.
F-41
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 2006
(Unaudited)
ASSETS
Current assets
Cash $ 44,315
Prepaid expenses 17,431
------------
61,746
Property and equipment, net 12,449
Patents and patents pending, net 138,778
Other assets 13,200
------------
$ 226,173
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities $ 1,040,611
Due to related parties 1,107,513
Notes payable, net of discount 502,500
Convertible notes payable, net of discount 279,016
------------
2,929,640
Commitments and Contingencies
Stockholders' Deficit
Common stock, par value $0.001 per share;
50,000,000 shares authorized;
27,670,375 shares issued and outstanding 27,670
Additional paid-in capital 21,127,046
Deferred consulting fees (8,167)
Deficit accumulated during
development stage (23,850,016)
------------
(2,703,467)
------------
$ 226,173
============
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
F-42
AETHLON MEDICAL, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended
December 31, 2006 and 2005 and For
the Period January 31, 1984 (Inception) Through December 31, 2006
(Unaudited)
January 31, 1984
Three Months Three Months Nine Months Nine Months (Inception)
Ended Ended Ended Ended through
December 31, December 31, December 31, December 31, December 31,
2006 2005 2006 2005 2006
------------- ------------- ------------- ------------- --------------
REVENUES
Grant income $ -- $ -- $ -- $ -- $ 1,424,012
Subcontract income -- -- -- -- 73,746
Sale of research and development -- -- -- -- 35,810
------------- ------------- ------------- ------------- --------------
-- -- -- -- 1,533,568
EXPENSES
Professional Fees 133,316 221,022 499,964 876,038 5,738,099
Payroll and related 220,539 164,955 611,816 512,176 7,857,821
General and administrative 111,139 108,037 392,647 395,255 4,824,678
Impairment -- -- -- -- 1,313,253
------------- ------------- ------------- ------------- --------------
464,994 494,014 1,504,427 1,783,469 19,733,851
------------- ------------- ------------- ------------- --------------
OPERATING LOSS (464,994) (494,014) (1,504,427) (1,783,469) (18,200,283)
------------- ------------- ------------- ------------- --------------
OTHER EXPENSE (INCOME)
Change in fair value of
warrant liability -- -- -- -- 360,125
Interest and other debt expenses 75,765 100,361 283,142 282,479 5,154,594
Interest income -- -- -- -- (17,415)
Other -- -- -- 3,750 152,429
------------- ------------- ------------- ------------- --------------
75,765 100,361 283,142 286,229 5,649,733
------------- ------------- ------------- ------------- --------------
NET LOSS $ (540,759) $ (594,375) $ (1,787,569) $ (2,069,698) $ (23,850,016)
============= ============= ============= ============= ==============
BASIC AND DILUTED LOSS PER
COMMON SHARE $ (0.02) $ (0.03) $ (0.07) $ (0.11)
============= ============= ============= =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 27,174,574 19,486,094 27,174,574 18,744,309
============= ============= ============= =============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
F-43
AETHLON MEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2006 AND 2005 (Unaudited) AND
FOR THE PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH DECEMBER 31, 2006
(Unaudited)
JANUARY 31, 1984
NINE MONTHS ENDED NINE MONTHS ENDED (INCEPTION)
DECEMBER 31, 2006 DECEMBER 31, 2005 THROUGH
(UNAUDITED) (UNAUDITED) DECEMBER 31,2006
----------------- ----------------- -----------------
Cash flows from operating activities:
Net loss $ (1,787,569) $ (2,069,698) $ (23,850,016)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 21,256 24,597 1,005,249
Amortization of deferred consulting fees 36,750 30,000 100,833
Gain of sale of property and equipment -- -- (13,065)
Gain on settlement of debt -- -- (131,175)
Loss on settlement of accrued legal liabilities -- -- 142,245
Stock based compensation 23,816 -- 448,078
Fair market value of warrants issued in
connection with accounts payable and debt -- -- 2,715,736
Fair market value of common stock, warrants
and options issued for services and interest 195,358 476,205 3,407,360
Change in fair value of warrant liability -- -- 360,125
Amortization of debt discount 136,651 182,419 1,244,676
Impairment of patents and patents pending -- -- 416,026
Impairment of goodwill -- -- 897,227
Deferred compensation forgiven -- -- 217,223
Changes in operating assets and liabilities:
Prepaid expenses 14,791 3,352 144,106
Other assets 4,000 20,050 (13,200)
Accounts payable and accrued
liabilities 178,588 149,735 1,692,538
Due to related parties (108,000) (8,147) 1,364,125
----------------- ----------------- -----------------
Net cash used in operating activities (1,284,359) (1,191,487) (9,851,909)
----------------- ----------------- -----------------
Cash flows from investing activities:
Purchases of property and equipment (14,454) (3,643) (263,341)
Patents and patents pending (3,252) -- (367,085)
Proceeds from the sale of property and equipment -- -- 17,065
Cash of acquired company -- -- 10,728
----------------- ----------------- -----------------
Net cash used in investing activities (17,706) (3,643) (602,633)
----------------- ----------------- -----------------
Cash flows from financing activities:
Proceeds from the issuance of notes payable -- 100,000 1,710,000
Principal repayments of notes payable -- (80,000) (292,500)
Proceeds from the issuance of convertible notes
payable 50,000 1,030,000 2,078,000
Proceeds from the issuance of common stock 460,003 252,600 7,080,088
Professional fees related to registration statement -- -- (76,731)
----------------- ----------------- -----------------
Net cash provided by financing activities 510,003 1,302,600 10,498,857
----------------- ----------------- -----------------
Net (decrease)increase in cash (792,062) 107,470 44,315
Cash at beginning of period 836,377 8,625 --
----------------- ----------------- -----------------
Cash at end of period $ 44,315 $ 116,095 $ 44,315
================= ================= =================
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
F-44
AETHLON MEDICAL, INC.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006
NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
Aethlon Medical, Inc. (the "Company") is a development stage therapeutic device
company focused on expanding the applications of its Hemopurifier (R) platform
technology, which is designed to rapidly reduce the presence of infectious
viruses and other toxins from human blood. In this regard, the Company's core
focus is the development of pathogens targeted as potential biological warfare
agents, HIV/AIDS, and Hepatitis C. In pre-clinical testing, the Company has
published that its HIV-Hemopurifier(R)removed 55% of HIV from human blood in
three hours and in excess of 85% of HIV in twelve hours. Additionally, the
HIV-Hemopurifier(R) captured 90% of gp120, a toxic protein that depletes human
immune cells, during a one-hour pre-clinical blood study.
The Hemopurifier(R) is in the development stage and significant research and
testing are still needed to reach commercial viability. Any resulting medical
device or process will require approval by the U.S. Food and Drug Administration
("FDA"), and the Company has not yet begun efforts to obtain FDA approval and
such approval may take several years.
The Company is classified as a development stage enterprise under accounting
principles generally accepted in the United States of America ("GAAP") and has
not generated revenues from its principal operations.
The Company's common stock is quoted on the Over-the-Counter Bulletin Board of
the National Association of Securities Dealers under the symbol "AEMD.OB".
The accompanying unaudited condensed consolidated financial statements of the
Company have been prepared in accordance with GAAP for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three and nine month periods ended December 31, 2006 are not
necessarily indicative of the results that may be expected for the year ending
March 31, 2007. For further information, refer to the Company's Annual Report on
Form 10-KSB for the year ended March 31, 2006, which includes audited financial
statements and footnotes as of March 31, 2006 and for the years ended March 31,
2005 and 2006.
NOTE 2. GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying condensed consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the ordinary course of business. The Company has
experienced cumulative losses of $23,850,016 for the period from January 31,
1984 (Inception) through December 31, 2006. The Company has not generated
significant revenue or any profit from operations since inception. A substantial
amount of additional capital will be necessary to advance the development of the
Company's products to the point at which they may become commercially viable.
The Company's current plan of operation is to fund the Company's research and
development activities and operations for the near future utilizing its existing
financial agreement with Fusion Capital Fund II, LLC ("Fusion Capital"). Through
December 31, 2006 the Company had received $1,905,001 and has $4,094,999
remaining available from this agreement. However, no assurance can be given that
we will receive any additional funds under our agreement with Fusion Capital.
Based on our projections of additional resources required to complete research,
development and testing associated with our Hemopurifier(R) products, we
anticipate that these funds will satisfy our cash requirements, including this
anticipated increase in operations, in excess of the next twelve months.
Based on the Company's projections of working capital required for operations
and to complete research, development and testing associated with its
Hemopurifier(R) products, the Company anticipates that these funds will satisfy
its cash requirement in excess of the next twelve months. No assurance can be
given that the Company will receive any additional funds under its agreement
with Fusion Capital. However, due to market conditions, and to assure
availability of funding for operations in the long term, the Company may arrange
for additional funding, subject to acceptable terms, during the next twelve
months.
The condensed consolidated financial statements do not include any adjustments
relating to the recoverability of assets that might be necessary should the
Company be unable to continue as a going concern. The Company's continuation as
a going concern is dependent upon its ability to obtain additional financing as
may be required, and to generate sufficient revenue and operating cash flow to
meet its obligations on a timely basis.
F-45
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies of the Company presented below is
designed to assist the reader in understanding the Company's condensed
consolidated financial statements. Such financial statements and related notes
are the representations of Company management, who is responsible for their
integrity and objectivity. These accounting policies conform to GAAP in all
material respects, and have been consistently applied in preparing the
accompanying condensed consolidated financial statements.
PRINCIPLES OF CONSOLIDATION
The accompanying condensed consolidated financial statements include the
accounts of Aethlon Medical, Inc. and its legal wholly-owned subsidiaries
Aethlon, Inc., Hemex, Inc. and Cell Activation, Inc.(collectively hereinafter
referred to as the "Company"). These subsidiaries are dormant and there are
no material intercompany transactions or balances.
LOSS PER COMMON SHARE
Loss per common share is based on the weighted average number of shares of
common stock and common stock equivalents outstanding during the year in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 128,
"EARNINGS PER SHARE."
Securities that could potentially dilute basic loss per share (prior to their
conversion, exercise or redemption) were not included in the
diluted-loss-per-share computation because their effect is anti-dilutive. There
were 7,450,773 and 10,306,406 potentially dilutive common shares outstanding for
the three and nine months ended December 31, 2006, respectively. There were
8,515,903 and 4,812,924 potentially dilutive common shares outstanding for the
three and nine months ended December 31, 2005, respectively.
PATENTS
The Company capitalizes the cost of patents, some of which were acquired, and
amortizes such costs over the shorter of the remaining legal life or their
estimated economic life.
RESEARCH AND DEVELOPMENT EXPENSES
The Company incurred approximately $308,120 and $635,235 of research and
development expenses during the nine months ended December 31, 2006 and 2005,
respectively. For the fiscal quarters ended December 31, 2006 and 2005, the
Company incurred research and development expenses of approximately $144,301 and
$156,947, respectively.
EQUITY INSTRUMENTS FOR SERVICES
The Company follows SFAS No. 123-R (as interpreted by Emerging Issues Task Force
("EITF") Issue No. 96-18, "ACCOUNTING FOR EQUITY INSTRUMENTS THAT ARE ISSUED TO
OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH SELLING, GOODS OR
SERVICES") ("EITF No. 96-18") to account for transactions involving goods and
services provided by third parties where the Company issues equity instruments
as part of the total consideration. Pursuant to paragraph 7 of SFAS No. 123-R,
the Company accounts for such transactions using the fair value of the
consideration received (i.e. the value of the goods or services) or the fair
value of the equity instruments issued, whichever is more reliably measurable.
The Company applies EITF No. 96-18, in transactions, when the value of the goods
and/or services are not readily determinable and (1) the fair value of the
equity instruments is more reliably measurable and (2) the counterparty receives
equity instruments in full or partial settlement of the transactions, using the
following methodology:
(a) For transactions where goods have already been delivered or services
rendered, the equity instruments are issued on or about the date the
performance is complete (and valued on the date of issuance).
(b) For transactions where the instruments are issued on a fully vested,
non-forfeitable basis, the equity instruments are valued on or about the
date of the contract.
(c) For any transactions not meeting the criteria in (a) or (b) above, the
Company re-measures the consideration at each reporting date based on its
then current stock value.
F-46
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS
SFAS No. 144, "ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR
LONG-LIVED ASSETS TO BE DISPOSED OF" addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. SFAS No. 144
requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that their carrying amounts may not be
recoverable. If the cost basis of a long-lived asset is greater than the
projected future undiscounted net cash flows from such asset (excluding
interest), an impairment loss is recognized. Impairment losses are calculated as
the difference between the cost basis of an asset and its estimated fair value.
SFAS No. 144 also requires companies to separately report discontinued
operations and extends that reporting requirement to a component of an entity
that either has been disposed of (by sale, abandonment or in a distribution to
owners) or is classified as held for sale. Assets to be disposed of are reported
at the lower of the carrying amount or the estimated fair value less costs to
sell. Management believes that no impairment existed at or during the nine
months ended December 31, 2006.
BENEFICAL CONVERSION FEATURE OF CONVERTIBLE NOTES PAYABLE
The convertible feature of certain notes payable provides for a rate of
conversion that is below market value. Such feature is normally characterized as
a "Beneficial Conversion Feature" ("BCF"). Pursuant to EITF Issue No. 98-5,
"ACCOUNTING FOR CONVERTIBLE SECURITIES WITH BENEFICIAL CONVERSION FEATURES OR
CONTINGENTLY ADJUSTABLE CONVERSION RATIO" and EITF No. 00-27, "APPLICATION OF
EITF ISSUE NO. 98-5 TO CERTAIN CONVERTIBLE INSTRUMENTS," the estimated fair
value of the BCF is recorded in the consolidated financial statements as a
discount from the face amount of the notes. Such discounts are amortized to
interest expense over the term of the notes (or conversion of the notes, if
sooner).
DERIVATIVE LIABILITIES
The Company evaluates free-standing instruments (or embedded derivatives)
indexed to its common stock to properly classify such instruments within equity
or as liabilities in its financial statements, pursuant to the requirements of
the EITF No. 00-19, "ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO
AND POTENTIALLY SETTLED IN, A COMPANY'S OWN STOCK," EITF No. 01-06, "THE MEANING
OF INDEXED TO A COMPANY'S OWN STOCK," EITF No. 05-04, "THE EFFECT OF A
LIQUIDATED DAMAGES CLAUSE ON A FREESTANDING FINANCIAL INSTRUMENT SUBJECT TO EITF
No. 00-19," and Statement of Financial Accounting Standards ("SFAS") No. 133,
"ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES," as amended. The
Company's policy is to settle instruments indexed to its common shares on a
first-in-first-out basis. Based on the Company's evaluation, no derivative
liabilities existed at or during the nine months ended December 31, 2006.
CLASSIFICATION OF WARRANT ISSUANCE
In connection with certain convertible notes, the Company has an obligation to
issue warrants upon conversion of the notes, which are convertible at any time
at the discretion of the noteholders. The obligation to issue the warrants meets
the criteria of an embedded derivative to be bifurcated pursuant to SFAS No.
133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES" ("SFAS No.
133"), as amended. Under this transaction, the Company is obligated to and has
registered for resale the common shares underlying the related warrants. At
December 31, 2006, the Company has sufficient registered shares to settle the
exercise of the related warrants. As a result, at December 31, 2006, the
embedded derivative associated with this warrant obligation meets the scope
exception of paragraph 11 (a) of SFAS No. 133. If such were not the case, these
warrants would need to be classified as a liability. The classification of these
warrants is evaluated at each reporting date.
F-47
STOCK BASED COMPENSATION
Effective April 1, 2006, the Company adopted the provisions of SFAS No. 123-R,
"SHARE-BASED PAYMENT." SFAS No. 123-R requires employee stock options and rights
to purchase shares under stock participation plans to be accounted for under the
fair value method and requires the use of an option pricing model for estimating
fair value. Accordingly, share-based compensation is measured when all granting
activities have been completed, generally the grant date, based on the fair
value of the award. Prior to April 1, 2006, the Company accounted for awards
granted under its equity incentive plan under the intrinsic value method
prescribed by Accounting Principles Board ("APB") Opinion No. 25, "ACCOUNTING
FOR STOCK ISSUED TO EMPLOYEES," and related interpretations, and provided the
required pro forma disclosures prescribed by SFAS No. 123, "ACCOUNTING FOR STOCK
BASED COMPENSATION," as amended. The exercise price of options is generally
equal to the market price of the Company's common stock (defined as the closing
price as quoted on the Over-the-Counter Bulletin Board administered by Nasdaq)
on the date of grant. Under the modified prospective method of adoption for SFAS
No. 123-R, the compensation cost recognized by the Company beginning April 1,
2006 includes (a) compensation cost for all equity incentive awards granted
prior to, but not yet vested as of April 1, 2006, based on the grant-date fair
value estimated in accordance with the original provisions of SFAS No. 123, and
(b) compensation cost for all equity incentive awards granted subsequent to
April 1, 2006, based on the grant-date fair value estimated in accordance with
the provisions of SFAS No. 123-R.
From time to time, the Company's Board of Directors grants common share purchase
options or warrants to selected directors, officers, employees, consultants and
advisors in payment of goods or services provided by such persons on a
stand-alone basis outside of any of the Company's formal stock plans. The terms
of these grants are individually negotiated and generally expire within five
years from the grant date.
In August 2000, the Company adopted the 2000 Stock Option Plan ("Stock Option
Plan"), which was approved by its stockholders in September 2000. The Stock
Option Plan provides for the issuance of up to 500,000 options to purchase
shares of common stock. Such options can be incentive options or nonstatutory
options, and may be granted to employees, directors and consultants. The Stock
Option Plan has limits as to the eligibility of those stockholders who own more
than 10% of Company stock, as defined. The options granted pursuant to the Stock
Option Plan may have exercise prices of no less than 100% of fair market value
of the Company's common stock at the date of grant (incentive options), or no
less than 75% of fair market value of such stock at the date of grant
(nonstatutory). At December 31, 2006, the Company had granted 47,500 options
under the 2000 Stock Option Plan of which 15,000 had been forfeited, with
467,500 available for future issuance. All of these options vested prior to the
adoption of FAS 123-R.
The effects of share-based compensation resulting from the application of SFAS
No. 123-R to options granted outside of the Company's Stock Option Plan resulted
in an expense of $14,316 for the quarter ended December 31, 2006 and $23,816 for
the nine month period ended December 31, 2006. This expense was recorded as
stock compensation included in payroll and related expenses in the accompanying
December 31, 2006 condensed consolidated statement of operations. Share-based
compensation recognized as a result of the adoption of SFAS No. 123-R as well as
pro forma disclosures according to the original provisions of SFAS No. 123 for
periods prior to the adoption of SFAS No. 123-R use the Binomial Lattice option
pricing model for estimating fair value of options granted.
The following table summarizes the effect of share-based compensation resulting
from the application of SFAS No. 123-R to options granted:
Three Months Ended Nine Months Ended
December 31, 2006 December 31, 2006
Payroll and related $ 14,316 $ 23,816
========== =========
Net share-based compensation effect
in net loss from operations $ 14,316 $ 23,816
========== =========
Basic and diluted loss per common share $ (0.00) $ (0.00)
========== =========
F-48
In accordance with SFAS No. 123-R, the Company adjusts share-based compensation
on a quarterly basis for changes to the estimate of expected award forfeitures
based on actual forfeiture experience. The effect of adjusting the forfeiture
rate for all expense amortization after March 31, 2006 is recognized in the
period the forfeiture estimate is changed. The effect of forfeiture adjustments
for the nine month period ended December 31, 2006 was insignificant.
Pro forma information required under SFAS No. 123 for periods prior to April 1,
2006 as if the Company had applied the fair value recognition provisions of SFAS
No. 123 to options granted under and outside of the Company's equity incentive
plans was as follows:
Three Months Ended Nine Months Ended
December 31, December 31,
2005 2005
----------- -----------
Net loss as reported $ 594,375 $ 2,069,698
Less: Total stock-based employee
compensation expense determined
under the Binomial Lattice option
pricing model -- 57,000
----------- -----------
Pro forma net loss $ 594,375 $ 2,126,698
=========== ===========
Basic and diluted loss per common share:
As reported $ (0.03) $ (0.11)
=========== ===========
Pro forma $ (0.03) $ (0.11)
=========== ===========
Pro forma compensation expense reported in the above table is generally based on
the vesting provisions in the related stock option grants.
Share compensation expense in the three and nine months ended December 31, 2006
relates to the vesting of existing grants (issued subsequent to April 1, 2006),
the date the Company adopted SFAS No. 123-R and of grants issued during the
current fiscal year.
The following weighted average assumptions were used in the valuation of these
instruments.
2006 2005
------ ------
Annual dividends Zero Zero
Expected volatility 89% 72%
Risk free interest rate 4.82% 4.18%
Expected life 5.0 years 5.0 years
The expected volatility is based on the historic volatility. The expected life
of options granted is based on the "simplified method" described in the SEC's
Staff Accounting Bulletin No. 107 due to changes in the vesting terms and
contractual life of current option grants compared to the Company's historical
grants.
Options outstanding that have vested and are expected to vest as of December 31,
2006 are as follows:
Weighted
Weighted Average
Average Remaining Aggregate
Number of Exercise Contractual Intrinsic
Shares Price Term in Years Value (1)
------------------------- ----------- -------- ------------- ----------
Vested 8,369,060 $ 0.39 5.58 $ 178,029
Expected to vest 835,000 0.25 5.92 $ 13,400
----------- ----------
Total 9,204,060 $ 191,429
=========== ==========
(1) These amounts represent the difference between the exercise price and $0.27,
the closing market price of the Company's common stock on December 31, 2006 as
quoted on the Over-the-Counter Bulletin Board under the symbol "AEMD.OB" for all
in-the-money options outstanding.
F-49
Options outstanding that are expected to vest are net of estimated future
forfeitures in accordance with the provisions of SFAS No. 123-R, which are
estimated when compensation costs are recognized. Additional information with
respect to stock option activity is as follows:
Outstanding Options
-------------------------------------
Shares Weighted Aggregate
Available Number of Average Intrinsic
for Grant Shares Exercise Price Value (1)
--------------------------- --------- ------ -------------- ----------
March 31, 2006 467,500 9,012,785 $ 0.38 $3,875,498
==========
Grants -- 500,000 $ 0.27
Exercises -- -- --
Cancellations -- (308,725) $ 0.38
---------- ----------
December 31, 2006 467,500 9,204,060 $ 0.38 $ 191,429
========== ========== ==========
Options exerciseable at:
March 31, 2006 7,135,518 $ 0.39
December 31, 2006 8,369,060 $ 0.39
(1) Represents the difference between the exercise price and the March 31, 2006
or December 31, 2006 market price of the Company's common stock, which was $0.81
and $0.27, respectively, for "in the money" options.
INCOME TAXES
Under SFAS No. 109, "ACCOUNTING FOR INCOME TAXES," deferred tax assets and
liabilities are recognized for the future tax consequences attributable to the
difference between the consolidated financial statements and their respective
tax basis. Deferred income taxes reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts reported for income tax purposes, and (b) tax
credit carryforwards. The Company records a valuation allowance for deferred tax
assets when, based on management's best estimate of taxable income (if any) in
the foreseeable future, it is more likely than not that some portion of the
deferred tax assets may not be realized.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2006, the FASB issued FASB Interpretation ("FIN") No. 48, "Accounting
for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109."
This interpretation clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with SFAS No.
109,"Accounting for Income Taxes." FIN No. 48 prescribes a more-likely-than-not
recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken (or expected to be taken) in
an income tax return. It also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. The requirement to assess the need for a valuation
allowance on net deferred tax assets is not affected by FIN No. 48. This
pronouncement is effective for fiscal years beginning after December 31, 2006.
Management is in the process of evaluating this guidance, and therefore has not
yet determined the impact (if any) that FIN No.48 will have on the Company's
financial position or results of operation upon adoption.
In September 2006, the FASB issued SFAS No.157, "FAIR VALUE MEASUREMENTS," which
defines fair value, establishes a framework for measuring fair value in
accordance with GAAP, and expands disclosures about fair value measurements.
SFAS No. 157 simplifies and codifies related guidance within GAAP, but does not
require any new fair value measurements. The guidance in SFAS No. 157 applies to
derivatives and other financial instruments measured at estimated fair value
under SFAS No. 133 and related pronouncements. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Management does not expect the
adoption of SFAS No. 157 to have a significant effect on the Company's financial
position or results of operation.
F-50
NOTE 4. NOTES PAYABLE
At December 31, 2006, the Company had $502,500 in principal amount of notes
payable outstanding with twelve noteholders. The Company is in default on these
notes which are unsecured notes payable and is currently seeking other financing
arrangements to retire all past due notes. At December 31, 2006 the Company had
accrued interest in the amount of $333,629 associated with these defaulted notes
payable.
On December 15, 2006, the Company issued two 10% Convertible Notes ("December
10% Notes") totaling $50,000 to accredited investors. The December 10% Notes
accrue interest at a rate of ten percent (10%) per annum and mature on March 15,
2007. Such notes are convertible into shares of restricted common stock at any
time at the election of the holder at a fixed conversion price of $0.17 per
share for any conversion occurring on or before the maturity date. In addition,
upon issuance, the Company issued five-year Warrants ("December 10% Note
Warrants") to purchase a number of shares equal to the number of shares into
which the December 10% Notes can be converted at a fixed exercise price of
$0.17. Additionally, if the December 10% Note Warrants are exercised prior to
December 15, 2007, the holder will receive an additional warrant on the same
terms as the December 10% Note Warrants on a one to one basis. The warrants can
be settled in unregistered shares of common stock. The December 10% Note
Warrants have been valued using a Binomial Lattice option pricing model and an
associated discount of $15,627, the relative fair value measured at the
commitment date, was recorded and presented net against the face amount of the
December 10% Notes. The convertible feature of the December 10% Notes provides
for an effective conversion rate that is below market value. Pursuant to EITF
No. 98-5 and EITF No. 00-27, the Company estimated the fair value of such BCF to
be $34,373 and recorded such amount as a debt discount. The discounts associated
with the warrants and the BCF are being accreted to interest expense over the
term of the December 10% Notes. Total interest expense on the December 10% Notes
for amortization of such debt discounts totaled approximately $9,000 for the
three month period ended December 31, 2006.
At December 31, 2006, the Company had $1,050,000 in principal amount of
convertible notes payable outstanding, net of $770,984 discount, held by six
noteholders (four holding 10% Series A Convertible Notes and two holding 10%
Convertible Notes). The $770,984 discount is comprised of $28,260 in unamortized
BCF discount and $742,724 in unamortized discount attributable to the valuation
of warrant rights associated with the issuance of the convertible notes. The
common shares underlying these warrants were registered by the Company in
January 2006.
NOTE 5. EQUITY TRANSACTIONS
In April 2006, the Company issued 3,782 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.79 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000 based on the value of the services.
In April 2006, the Company issued 25,601 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.50 per share in payment for past due rents owed by the Company
valued at $12,801 based on the value of the services.
In April 2006, the Company issued 6,313 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.79 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000 based on the value of the services.
In April 2006, the Company issued 10,000 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.50 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000 based on the value of the services.
In April 2006, the Company issued 14,563 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.29 per share in payment for regulatory affairs consulting
services to the Company valued at $4,165 based on the value of the services.
In April 2006, the Company issued 3,086 shares of restricted common stock at
$0.81 per share in payment for investor relations valued at $2,500 based on the
value of the services.
F-51
During April 2006, the Company issued 209,679 shares of common stock at prices
between $0.57 and $0.74 per share to Fusion Capital under its $6,000,000 common
stock purchase agreement for net cash proceeds totaling $140,002. These shares
are registered pursuant to the Company's Form SB-2 registration statement
effective December 7, 2004.
In April 2006, the Company repaid a $25,000 15% promissory notes, including
accrued interest of $18,750, through the issuance of 107,759 restricted common
shares at $0.406 per share to an accredited individual investor. There was no
gain or loss on the extinguishment.
In May 2006, the Company issued 8,532 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.59 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000 based on the value of the services.
In May 2006, the Company issued 5,703 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.53 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000 based on the value of the services.
In May 2006, the Company issued 4,545 shares of restricted common stock at $0.55
per share in payment for investor relations valued at $2,500 based on the value
of the services.
In June 2006, the Company issued 8,681 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.58 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000 based on the value of the services.
In June 2006, the Company issued 5,703 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.53 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000 based on the value of the services.
In June 2006, the Company issued 3,363 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.45 per share in payment for regulatory affairs consulting
services to the Company valued at $1,500 based on the value of the services.
In July 2006, the Company issued 8,721 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.34 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000 based on the value of the services.
In July 2006, the Company issued 10,684 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.47 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000 based on the value of the services.
In July 2006, the Company issued 6,250 shares of restricted common stock at
$0.40 per share in payment for investor relations services to the Company valued
at $2,500 based on the value of the services.
In July 2006, the Company issued 7,813 shares of restricted common stock at
$0.32 per share in payment for investor relations services to the Company valued
at $2,500 based on the value of the services.
In July 2006, the Company issued 8,721 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.34 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000 based on the value of the services.
In July 2006, the Company issued 132,765 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.37 per share in payment for regulatory affairs consulting
services to the Company valued at $48,858 based on the value of the services.
In July 2006, the Company issued 14,535 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.34 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000 based on the value of the services.
During August 2006, the Company issued 113,235 shares of common stock at prices
between $0.26 and $0.27 per share to Fusion Capital under its $6,000,000 common
stock purchase agreement for net cash proceeds totaling $30,000. These shares
are registered pursuant to the Company's Form SB-2 registration statement
effective December 7, 2004.
F-52
In August 2006, the Company issued 9,434 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.32 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000 based on the value of the services.
In August 2006, the Company issued 86,779 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.25 per share in payment for general legal expenses to the
Company valued at $22,085 based on the value of the services.
In August 2006, the Company issued 114,132 shares of restricted common stock at
$0.20 per share in payment for accrued accounting consulting services provided
to the Company by a third party valued at $23,111 based upon the value of the
services.
During September 2006, the Company issued 439,936 shares of common stock at
prices between $0.25 and $0.26 per share to Fusion Capital under its $6,000,000
common stock purchase agreement for net cash proceeds totaling $110,000. These
shares are registered pursuant to the Company's Form SB-2 registration statement
effective December 7, 2004.
In September 2006, the Company issued 4,808 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.31 per share in payment for regulatory affairs consulting
services to the Company valued at $1,500 based on the value of the services.
In September 2006, the Company issued 15,723 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.32 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000 based on the value of the services.
In September 2006, the Company issued 9,868 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.30 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000 based on the value of the services.
In September 2006, the Company issued 16,447 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.30 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000 based on the value of the services.
In September 2006, the Company issued 9,733 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.26 per share in payment for regulatory affairs consulting
services to the Company valued at $2,550 based on the value of the services.
During October 2006, the Company issued 201,165 shares of common stock at $0.25
per share to Fusion Capital under its $6,000,000 common stock purchase agreement
for net cash proceeds totaling $50,000. These shares are registered pursuant to
the Company's Form SB-2 registration statement effective December 7, 2004.
In October 2006, the Company issued 8,065 shares of restricted common stock at
$0.31 per share in payment for investor relations services to the Company valued
at $2,500 based on the value of the services.
In October 2006, the Company issued 8,929 shares of restricted common stock at
$0.28 per share in payment for investor relations services to the Company valued
at $2,500 based on the value of the services.
In October 2006, the Company issued 18,797 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.27 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000 based on the value of the services.
In October 2006, the Company issued 11,278 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.27 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000 based on the value of the services.
In October 2006, the Company issued 7,540 shares of common stock pursuant to the
Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.25 per share in payment for regulatory affairs consulting
services to the Company valued at $1,900 based on the value of the services.
F-53
In November 2006, the Company issued 555,556 shares of restricted common stock
at $0.18 per share in exchange for an investment of $100,000. As an inducement
the Company also issued five-year warrants to purchase a number of shares equal
to the number of restricted shares issued converted at a fixed exercise price of
$0.18. Additionally, if the warrants are exercised prior to November 14, 2007,
the holder will receive an additional warrant on the same terms as the warrants.
In November 2006, the Company issued 11,905 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.25 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000 based on the value of the services.
In November 2006, the Company issued 19,841 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.25 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000 based on the value of the services.
In December 2006, the Company issued 12,397 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.24 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000 based on the value of the services.
In December 2006, the Company issued 20,661 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consultant
Stock Plan at $0.24 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000 based on the value of the services.
In December 2006, the Company issued 40,000 shares of restricted common stock at
$0.25 per share in exchange for license and development rights related to
certain intellectual property valued at $10,000 based on the fair market value
of the the intellectual property license.
During December 2006, the Company issued 118,360 shares of common stock at
prices between $0.25 and $0.26 per share to Fusion Capital under its $6,000,000
common stock purchase agreement for net cash proceeds totaling $30,000. These
shares are registered pursuant to the Company's Form SB-2 registration statement
effective December 7, 2004.
NOTE 6. SUBSEQUENT EVENTS
In January 2007, the Company issued 15,248 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.28 per share in payment for regulatory affairs consulting
services to the Company valued at $4,300 based on the value of the services.
In January 2007, the Company issued 10,714 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.28 per share in payment for regulatory affairs consulting
services to the Company valued at $3,000 based on the value of the services.
In January 2007, the Company issued 125,091 shares of restricted common stock at
between $0.24 and $0.31 per share in payment for investor relations services to
the Company valued at $32,500 based on the value of the services.
In January 2007, the Company issued 17,857 shares of common stock pursuant to
the Company's S-8 registration statement covering the Company's 2003 Consulting
Stock Plan at $0.28 per share in payment for regulatory affairs consulting
services to the Company valued at $5,000 based on the value of the services.
During January 2007, the Company issued 471,936 shares of common stock at prices
between $0.25 and $0.26 per share to Fusion Capital under its $6,000,000 common
stock purchase agreement for net cash proceeds totaling $120,000. These shares
are registered pursuant to the Company's Form SB-2 registration statement
effective December 7, 2004.
During February 2007, the Company issued 110,974 shares of common stock at
prices between $0.263 and $0.28 per share to Fusion Capital under its $6,000,000
common stock purchase agreement for net cash proceeds totaling $30,000. These
shares are registered pursuant to the Company's Form SB-2 registration statement
effective December 7, 2004.
F-54
PART II
Indemnification of Directors and Officers
Our Articles of Incorporation permit us to limit the liability of our
directors to the fullest extent permitted under Section 78.037 of the Nevada
General Corporation Law. As permitted by Section 78.037 of the Nevada General
Corporation Law, our Bylaws and Articles of Incorporation also include
provisions that eliminate the personal liability of each of its officers and
directors for any obligations arising out of any acts or conduct of such officer
or director performed for or on behalf of the Company. To the fullest extent
allowed by Section 78.751 of the Nevada General Corporation Law, we will defend,
indemnify and hold harmless its directors or officers from and against any and
all claims, judgments and liabilities to which each director or officer becomes
subject to in connection with the performance of his or her duties and will
reimburse each such director or officer for all legal and other expenses
reasonably incurred in connection with any such claim of liability. However, we
will not indemnify any officer or director against, or reimburse for, any
expense incurred in connection with any claim or liability arising out of the
officer's or director's own negligence or misconduct in the performance of duty.
The provisions of our Bylaws and Articles of Incorporation regarding
indemnification are not exclusive of any other right we have to indemnify or
reimburse our officers or directors in any proper case, even if not specifically
provided for in our Articles of Incorporation or Bylaws.
We believe that the indemnity provisions contained in our bylaws and
the limitation of liability provisions contained in our certificate of
incorporation are necessary to attract and retain qualified persons for these
positions. No pending material litigation or proceeding involving our directors,
executive officers, employees or other agents as to which indemnification is
being sought exists, and we are not aware of any pending or threatened material
litigation that may result in claims for indemnification by any of our directors
or executive officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed hereby in the Securities Act and we
will be governed by the final adjudication of such issue.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses which
we expect to incur with respect to the offering and sale or distribution of
common shares under this registration statement. We have agreed to pay all of
these expenses.
SEC Filing Fee $ 189
Financial printer fees 1,000*
Legal fees and expenses 15,000*
Blue Sky Fees and Expenses 500*
Accounting fees and expenses 11,500*
Miscellaneous 500*
-------------------------------------------------------------------------------
Total $ 28,689
-------------------------------------------------------------------------------
* estimated
43
RECENT SALES OF UNREGISTERED SECURITIES
We have sold or issued the following securities not registered under
the Securities Act in reliance upon the exemption from registration pursuant to
Section 4(2) of the Securities Act or Regulation D of the Securities Act during
the three year period ending on the date of filing of this registration
statement. Except as stated below, no underwriting discounts or commissions were
payable with respect to any of the following transactions.
DECEMBER 31, 2006 THROUGH MARCH 31, 2007
CONVERTIBLE NOTES PAYABLE AND WARRANTS
Effective March 22, 2007, the Company entered into four Allonges (the
"Allonges") to its 10% Series A Convertible Promissory Notes entered into in
December 2005 having an aggregate principal amount of $1,000,000 (the "Notes")
with the Estate of Allan S. Bird, the Ellen R. Weiner Family Revocable Trust,
Claypoole Capital, LLC and Christian J. Hoffmann III (the "Holders"). Each
Holder has qualified as an "accredited investor" as that term is defined in the
Securities Act of 1933, as amended (the "Act"). Pursuant to the Allonges, the
Company amended and restated the Notes to extend the maturity date of the Notes
from January 2, 2007 until January 3, 2008. The Company will also pay all
accrued interest, through February 15, 2007 and each calendar quarter
thereafter, in the form of units (the "Units")at the rate of $0.20 per Unit (the
"Interest Payment Rate"). The Notes are convertible into Units at any time prior
to the Maturity Date at the conversion price of $0.20 per Unit (the "Conversion
Price"). Each Unit is composed of one share of the Company's Common Stock and on
Class A Common Stock Purchase Warrant (the "Class A Warrant"). Each Class A
Warrant expires on January 2, 2001 and is exercisable to purchase one share of
Common Stock at a price of $0.20 per share (the "Exercise Price"). If the Holder
exercises Class A Warrants on or before July 3, 2008, the Company will issue the
Holder one Class B Common Stock Purchase Warrant (the "Class B Warrant" and with
the Class A Warrant, collectively, the "Warrants") for every two Class A
Warrants exercised. Each Class B Warrant has a three-year term and is
exercisable to purchase one share of Common Stock at a price equal to the
greater of $0.20 per share or 75% of the average of the closing bid prices of
the Common Stock for the five trading days immediately preceding the date of the
notice of conversion. This transaction was exempt from registration pursuant to
Regulation D promulgated under the Securities Act of 1933.
COMMON STOCK
On March 31, 2007, we entered into a common stock purchase agreement
(the "Purchase Agreement") with Fusion Capital Fund II, LLC, an Illinois limited
liability company ("Fusion Capital") for the purchase of up to $8.4 million. We
agreed to sell to Fusion Capital 1,333,333 shares of our common stock for
$400,000 on March 27, 2007. We agreed to issue to Fusion Capital 1,050,000
shares of our common stock as a commitment fee for entering into the Purchase
Agreement. These issuances were exempt from registration pursuant to Regulation
D promulgated under the Securities Act of 1933.
NINE MONTHS ENDED DECEMBER 31, 2006
CONVERTIBLE NOTES PAYABLE AND WARRANTS
On December 15, 2006, the Company issued two 10% Convertible Notes
("December 10% Notes") totaling $50,000 to accredited investors. The December
10% Notes accrue interest at a rate of ten percent (10%) per annum and mature on
March 15, 2007. Such notes are convertible into shares of restricted common
stock at any time at the election of the holder at a fixed conversion price of
$0.17 per share for any conversion occurring on or before the maturity date. In
addition, upon issuance, the Company issued five-year Warrants ("December 10%
Note Warrants") to purchase a number of shares equal to the number of shares
into which the December 10% Notes can be converted at a fixed exercise price of
$0.17. Additionally, if the December 10% Note Warrants are exercised prior to
December 15, 2007, the holder will receive an additional warrant on the same
terms as the December 10% Note Warrants on a one to one basis. The warrants can
be settled in unregistered shares of common stock. The December 10% Note
Warrants have been valued using a Binomial Lattice option pricing model and an
44
associated discount of $15,627, the relative fair value measured at the
commitment date, was recorded and presented net against the face amount of the
December 10% Notes. The convertible feature of the December 10% Notes provides
for an effective conversion rate that is below market value. Pursuant to EITF
No. 98-5 and EITF No. 00-27, the Company estimated the fair value of such BCF to
be $34,373 and recorded such amount as a debt discount. The discounts associated
with the warrants and the BCF are being accreted to interest expense over the
term of the December 10% Notes. This transaction was exempt from registration
pursuant to Regulation D promulgated under the Securities Act of 1933.
COMMON STOCK
In April 2006, the Company issued 3,086 shares of restricted common
stock at $0.81 per share in payment for investor relations valued at $2,500
based on the value of the services. This transaction was exempt from
registration pursuant to section 4(2) of the Securities Act of 1933.
In April 2006, the Company repaid a $25,000 15% promissory notes,
including accrued interest of $18,750, through the issuance of 107,759
restricted common shares at $0.406 per share to an accredited individual
investor. There was no gain or loss on the extinguishment. This transaction was
exempt from registration pursuant to Regulation D promulgated under the
Securities Act of 1933.
In May 2006, the Company issued 4,545 shares of restricted common stock
at $0.55 per share in payment for investor relations valued at $2,500 based on
the value of the services. This transaction was exempt from registration
pursuant to section 4(2) of the Securities Act of 1933.
In July 2006, the Company issued 6,250 shares of restricted common
stock at $0.40 per share in payment for investor relations services to the
Company valued at $2,500 based on the value of the services. This transaction
was exempt from registration pursuant to section 4(2) of the Securities Act of
1933.
In July 2006, the Company issued 7,813 shares of restricted common
stock at $0.32 per share in payment for investor relations services to the
Company valued at $2,500 based on the value of the services. This transaction
was exempt from registration pursuantto section 4(2) of the Securities Act of
1933.
In August 2006, the Company issued 114,132 shares of restricted common
stock at $0.20 per share in payment for accrued accounting consulting services
provided to the Company by a third party valued at $23,111 based upon the value
of the services. This transaction was exempt from registration pursuant to
section 4(2) of the Securities Act of 1933.
In October 2006, the Company issued 8,065 shares of restricted common
stock at $0.31 per share in payment for investor relations services to the
Company valued at $2,500 based on the value of the services. This transaction
was exempt from registration pursuant to section 4(2) of the Securities Act of
1933.
In October 2006, the Company issued 8,929 shares of restricted common
stock at $0.28 per share in payment for investor relations services to the
Company valued at $2,500 based on the value of the services. This transaction
was exempt from registration pursuant to section 4(2) of the Securities Act of
1933.
In November 2006, the Company issued 555,556 shares of restricted
common stock at $0.18 per share in exchange for an investment of $100,000. As an
inducement the Company also issued five-year warrants to purchase a number of
shares equal to the number of restricted shares issued converted at a fixed
exercise price of $0.18. Additionally, if the warrants are exercised prior to
November 14, 2007, the holder will receive an additional warrant on the same
terms as the warrants. This transaction was exempt from registration pursuant to
Regulation D promulgated under the Securities Act of 1933.
In December 2006, the Company issued 40,000 shares of restricted common
stock at $0.25 per share in exchange for license and development rights related
to certain intellectual property valued at $10,000 based on the fair market
value of the intellectual property license. This transaction was exempt from
registration pursuant to section 4(2) of the Securities Act of 1933.
45
FISCAL YEAR ENDED MARCH 31, 2006
CONVERTIBLE DEBT AND WARRANTS
On May 16, 2005 the Company issued Fusion Capital ("Fusion") a $30,000
Convertible Promissory Note (the "Note") with an interest rate of fifteen
percent (15%) per annum that matured on August 15, 2005. In addition, the
Company also issued a five-year, cashless warrant to purchase 300,000 shares of
the Company's common stock at an exercise price of $0.25. The Note was converted
into 174,716 restricted shares of common stock in March 2006. This transaction
was exempt from registration pursuant to Regulation D promulgated under the
Securities Act of 1933.
From July 11, 2005 through December 15, 2005 the Company received cash
investments of $760,000 from an accredited investor (Ellen R. Weiner Family
Revocable Trust) based on agreed-upon terms reached on the cash receipt dates.
Such investments were documented on November 2, 2005, November 4, 2005 and
December 15, 2005 in three 10% Series A Convertible Notes ("Weiner Series A
Notes"). The Weiner Series A Notes accrue interest at a rate of ten percent
(10%) per annum and mature on January 2, 2007. The Weiner Series A Notes are
convertible into shares of restricted common stock at any time at the election
of the holder at a conversion price equal to $0.20 per share for any conversion
occurring on or prior to the maturity date. In addition, upon conversion, the
Company is obligated to issue three-year Warrants (the "Weiner Series A
Warrants") to purchase a number of shares equal to the number of shares into
which the Weiner Series A Notes can be converted at an exercise price of $0.20.
The Weiner Series A Warrants have been valued using a Binomial Lattice option
pricing model and an associated discount of $531,875, measured at the commitment
dates, will be expensed as future conversions occur. The convertible feature of
the Weiner Series A Notes provides for a rate of conversion that is below market
value. Pursuant to EITF 98-5 and EITF 00-27, the Company has estimated the fair
value of such BCF to be $228,125 and records such amount as a debt discount.
Such discount is being accreted to interest expense over the term of the Weiner
Series A Notes. This transaction was exempt from registration pursuant to
Regulation D promulgated under the Securities Act of 1933.
From August 8, 2005 through December 14, 2005 the Company received cash
investments of $225,000, from an accredited investor (Allan S. Bird) based on
agreed upon terms reached on the cash receipt dates. Such investments were
documented on November 2, 2005, November 7, 2005 and December 14, 2005 in three
10% Series A Convertible Notes ("Bird Series A Notes"). The Bird Series A Notes
accrue interest at a rate of ten percent (10%) per annum and mature on January
2, 2007. The Bird Series A Notes are convertible into shares of restricted
common stock at any time at the election of the holder at a conversion price
equal to $0.20 per share for any conversion occurring on or prior to the
maturity date. In addition, upon conversion, the Company is obligated to issue
three-year Warrants (the "Bird Series A Warrants") to purchase a number of
shares equal to the number of shares into which the Bird Series A Notes can be
converted at an exercise price of $0.20. The Bird Series A Warrants have been
valued using a Binomial Lattice option pricing model and an associated discount
of $183,000, measured at the commitment dates. The discount will be expensed
when the warrants are issued when future debt conversions occur. The convertible
feature of the Bird Series A Note provides for a rate of conversion that is
below market value. Pursuant to EITF 98-5 and EITF 00-27, the Company has
estimated the fair value of such BCF to be $42,000 and records such amount as a
debt discount. Such discount is being accreted to interest expense over the term
of the Bird Series A Note. This transaction was exempt from registration
pursuant to Regulation D promulgated under the Securities Act of 1933.
On December 15, 2005, the Company received total cash investments of
$15,000 from two related accredited investors (Christian Hoffmann III and
Claypoole Capital, LLC). Such investments were documented in two 10% Series A
Convertible Notes ("December Notes"). The December Notes accrue interest at a
rate of ten percent (10%) per annum and mature on January 2, 2007. The December
Notes are convertible into shares of restricted common stock at any time at the
election of the holder at a conversion price of $0.20 per share for any
conversion occurring on or before the maturity date. In addition, upon
conversion, the Company is obligated to issue three-year Warrants (the "December
Warrants") to purchase a number of shares equal to the number of shares into
which the December Notes were converted at an exercise p rice of $0.20. The
December Warrants have been valued using a Binomial Lattice option pricing model
and an associated discount of $15,000, measured at the commitment date and the
discount will be expensed when the warrants are issued upon the occurrence of
future debt conversion. This transaction was exempt from registration pursuant
to Regulation D promulgated under the Securities Act of 1933.
46
COMMON STOCK AND WARRANTS
In May 2005 the Company issued 100,000 shares of common stock and a
warrant to purchase 400,000 shares of common stock at a purchase price of $0.176
per share to an accredited investor for $17,600. This transaction was exempt
from registration pursuant to Regulation D promulgated under the Securities Act
of 1933.
In June 2005, the Company issued 836,730 shares of restricted common
stock and a three-year warrant to purchase 418,365 shares of the Company's
restricted common stock at an exercise price of $0.25 to legal counsel as an
inducement to settle accrued past due legal services payable in the amount of
$167,346 which had been expensed in the prior fiscal year. At the time of the
settlement, the shares of the Company's restricted common stock were valued at
$209,183 and, using a Black-Scholes option pricing model, the warrant was valued
at $100,408. Additional non-cash expense of $142,245 was recorded as
professional fees expense during the quarter ended June 30, 2005. This
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.
COMMON STOCK
In December 2005, the Company issued 73,964 shares of restricted common
stock at $0.246 per share in payment of legal fees related to capital raising
transactions valued at $18,202. This transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.
In January 2006, the Company issued 579,813 shares of restricted common
stock at $0.24 per share in payment for patent fees valued at $139,155. This
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.
In January 2006, the Company issued 66,017 shares of restricted common
stock at Prices ranging from $0.28 to $0.33 per share in payment for investor
relations. This transaction was exempt from registration pursuant to Section
4(2) of the Securities Act of 1933.
During March 2006, the Company issued 568,181 shares of common stock,
at $0.76 per share, to Fusion Capital for total proceeds of $431,818 pursuant to
an outstanding warrant held by Fusion Capital. This transaction was exempt from
registration pursuant to Regulation D promulgated under the Securities Act of
1933.
In March 2006, the Company repaid a $30,000 10% promissory notes,
including accrued interest of $4,564, through the issuance of 140,000 restricted
common shares at $0.25 per share to an accredited individual investor. This
transaction was exempt from registration pursuant to Regulation D promulgated
under the Securities Act of 1933.
In March 2006, a $30,000 15% convertible note was converted at $0.20
per share for 174,716 shares of common stock at a price of $0.20 per share. This
transaction was exempt from registration pursuant to Regulation D promulgated
under the Securities Act of 1933.
In March 2006, the Company issued 150,000 shares of restricted common
stock at $0.326 per share in payment of profession services related to investor
relations valued at $49,000. This transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.
In March 2006, the Company issued 35,714 shares of restricted common
stock at $0.28 per share in payment of profession services related to investor
relations valued at $10,000. This transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.
In March 2006, the Company issued 15,152 shares of restricted common
stock at $0.33 per share in payment of profession services related to investor
relations valued at $5,000. This transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.
In March 2006, the Company issued 33,333 shares of restricted common
stock at $0.33 per share in payment of an option agreement valued at $10,000.
This transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.
47
OPTIONS
On September 9, 2005, the Company granted 2,857,143 options to James A.
Joyce, its Chief Executive Officer, in exchange for $300,000 of accrued
related-party liabilities. The fair value of such options approximated the value
of the accrued related-party liability. This transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.
FISCAL YEAR ENDED MARCH 31, 2005
NOTES PAYABLE
In October 2004, the Company issued two $40,000, 10% one year
promissory notes each with 80,000 three-year warrants to purchase common stock
at $0.50 per share and 44,444 three-year warrants to purchase common stock at
$0.90 per share for cash in a total amount of $80,000 to two accredited
individual investors. This transaction was exempt from registration pursuant to
Regulation D promulgated under the Securities Act of 1933.
In October 2004, the Company issued a $50,000, 10% one-year promissory
note plus 100,000 three-year warrants to purchase common stock at $0.50 per
share and 55,555 three-year warrants to purchase common stock at $0.90 per share
for cash in the amount of $50,000 to an accredited individual investor. This
transaction was exempt from registration pursuant to Regulation D promulgated
under the Securities Act of 1933.
COMMON STOCK
In April 2004, the Company issued 500,000 shares of restricted common
stock to an accredited individual investor in connection with the exercise of
warrants at $0.25 per share for cash totaling $125,000. This transaction was
exempt from registration pursuant to Regulation D promulgated under the
Securities Act of 1933.
In April 2004, the Company issued 17,143 shares at $1.75 per share to
an accredited individual investor for investor relations services in the amount
of $30,000. This transaction was exempt from registration pursuant to Section
4(2) of the Securities Act of 1933.
In April 2004, the Company issued 50,000 shares of restricted common
stock to Fusion Capital Fund II, LLC, an accredited institutional investor, for
a financing commitment to provide $6,000,000 under a common stock purchase
agreement. In connection with this agreement the Company paid a fee to Fusion
Capital in the amount of 418,604 shares of common stock. These issuances were
exempt from registration pursuant to Regulation D promulgated under the
Securities Act of 1933.
In May 2004, the Company issued 225,000 shares of common stock at $0.44
per share and 225,000 warrants to purchase the Company's common stock at a price
of $0.76 per share to legal counsel for legal services in the amount of $99,000,
which was recorded as expense in the accompanying consolidated financial
statements. This transaction was exempt from registration pursuant to Section
4(2)of the Securities Act of 1933.
In May 2004, a $50,000 10% convertible note was converted at $0.44 per
share for 113,636 shares of common stock and 113,636 warrants to purchase the
Company's common stock at a price of $0.76 per share. This transaction wasexempt
from registration pursuant to Section 4(2) of the Securities Act of 1933.
In May 2004, we issued fourteen accredited investors a total of 847,727
shares of restricted stock at a price of $0.44 per share for cash totaling
$373,000. In connection with the issuance of these shares, we granted the
stockholders 1,529,545 warrants to purchase our common stock at a price of $0.76
per share. The warrants vested immediately and expire on fifth anniversary from
the date of a registration statement covering the common stock underlying such
warrants is declared effective. This transaction was exempt from registration
pursuant to Regulation D promulgated under the Securities Act of 1933.
In May 2004, the Company issued 568,181 shares of restricted common
stock to Fusion Capital at $0.44 per share for cash totaling $250,000. This
transaction was exempt from registration pursuant to Regulation D promulgated
under the Securities Act of 1933.
48
In July 2004, the Company issued 10,715 shares of restricted common
stock at $0.70 per share to an accredited individual for employee placement
services in the amount of $7,500. This transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.
In July 2004, the Company issued 6,850 shares of restricted common
stock at $0.73 per share to an accredited individual for consulting services on
opportunities for the Company's Hemopurifier(TM) within the biodefense
marketplace in the amount of $5,000. This transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.
In August 2004, the Company issued 46,364 shares of restricted common
stock at $0.55 per share to an accredited individual for employee placement
services in the amount of $25,500. This transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.
In August 2004, the Company issued 165,492 and 28,377 shares of
restricted common stock at $0.25 and $0.45 per share, respectively. This
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.
In September 2004, the Company issued 479,513 shares of restricted
common stock to an accredited investor, in conjunction with the conversion of
$125,000 in principal amount of notes, plus accrued interest, at $0.34 per
share, in accordance with their convertible note agreement (see Note 8). This
transaction was exempt from registration pursuant to Regulation D promulgated
under the Securities Act of 1933.
In November and December 2004, the Company issued 80,000 shares of
restricted common stock to an accredited individual investor in connection with
the exercise of 80,000 warrants at $0.25 per share for consideration of a
$20,000 reduction in the principal amount of a 10% one-year promissory note.
This transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.
In December 2004, the Company issued 461,667 shares of restricted
common stock to two accredited individual investors in connection with the
exercise of 461,667 warrants at $0.25 per share for cash totaling $115,417. This
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.
In December 2004, the Company repaid two $25,000 12% promissory notes,
including accrued interest of $17,778 each, through the issuance of 87,303
restricted common shares at $0.49 per share to each of two separate accredited
individual investors. These transactions were exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933.
In December 2004, the Company issued 60,000 shares of restricted common
stock at $0.50 per share under a consulting agreement with an accredited
individual investor, for investor relations consulting services to the Company.
This transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.
In January 2005, the Company issued 55,556 shares of restricted common
stock at $0.36 per share and a warrant to purchase 55,556 shares of common stock
at $0.44 per share for cash in the amount of $20,000 to an accredited individual
investor. This transaction was exempt from registration pursuant to Section
4(2)of the Securities Act of 1933.
In January 2005, the Company issued 66,666 shares of restricted common
stock at $0.45 per share to an accredited individual investor under a consulting
agreement for investor relations services to the Company. This transaction was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.
In January 2005, the Company issued 25,834 shares of restricted common
stock to an accredited individual investor in connection with the exercise of a
warrant to purchase 25,834 shares of common stock at $0.25 per share for cash
totaling $6,459. This transaction was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933.
In February 2005, the Company issued 139,063 shares of restricted
common stock to an accredited individual investor in connection with the
exercise of a warrant to purchase 139,063 shares of common stock at $0.25 per
share for cash totaling $34,766. This transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.
49
In February 2005, the Company issued 90,000 shares of restricted common
stock at $0.27 per share and a three-year warrant to purchase 90,000 shares of
common stock at $0.34 per share for cash in the amount of $24,300 to an
accredited individual investor. This transaction was exempt from registration
pursuant to Section 4(2)of the Securities Act of 1933.
During the year ended March 31, 2005, the Company issued an additional
total of 1,416,958 shares of restricted common stock at prices ranging from
$0.25 to $0.52 for total cash proceeds of approximately $541,000. This
transaction was exempt from registration pursuant to Regulation D promulgated
under the Securities Act of 1933.
During the year ended March 31, 2005, the Company issued an additional
557,647 shares of restricted common stock at prices ranging from $0.25 to $0.55
under various consulting service agreements for total recorded value of
approximately $196,000. This transaction was exempt from registration pursuant
to Section 4(2)of the Securities Act of 1933.
WARRANTS
In August 2004, the Company issued a one-year warrant, which vests
immediately, to purchase 7,000 shares of common stock at $0.55 per share to an
accredited corporate entity in conjunction with a $6,000 fee for investor and
public relations services. This transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.
During the year ended March 31, 2005, the Company granted 568,181
warrants to an investor in connection with a commitment fee for the purchase of
common stock. The warrants have an exercise price of $0.76 per share, vest
immediately and are exercisable through May 2009. As the warrants were issued in
connection with equity financing, no expense has been recorded in the
accompanying consolidated financial statements. This transaction was exempt from
registration pursuant to Regulation D promulgated under the Securities Act of
1933.
During the year ended March 31, 2005, the Company granted 847,727
warrants to investors in connection with the purchase of common stock. The
warrants have an exercise price of $0.76 per share, vest immediately and are
exercisable through May 2009. This transaction was exempt from registration
pursuant to Regulation D promulgated under the Securities Act of 1933.
During the year ended March 31, 2005, the Company issued 113,636
warrants to purchase common stock for $0.76 per share, which are exercisable
through May 2009 and vested upon grant. The warrants were issued in connection
with the conversion of notes payable. This transaction was exempt from
registration pursuant to Section 4(2)of the Securities Act of 1933.
During the year ended March 31, 2005, the Company issued 225,000
warrants to purchase common stock for $0.76 per share, which are exercisable
through May 2009 and vested upon grant. The warrants were issued in connection
with common stock issued for legal services expense totaling $99,000 (see
"Common Stock" above). This transaction was exempt from registration pursuant to
Section 4(2)of the Securities Act of 1933.
During the year ended March 31, 2005, the Company issued 260,000
warrants to purchase common stock for $0.50 per share, which vested upon grant
and expire in October 2007. The warrants were issued in connection with the
issuance of notes payable. This transaction was exempt from registration
pursuant to Regulation D promulgated under the Securities Act of 1933.
During the year ended March 31, 2005, the Company issued 144,443
warrants to purchase common stock for $0.90 per share, which vested upon grant
and expire in October 2007. The warrants were issued in connection with the
issuance of notes payable. This transaction was exempt from registration
pursuant to Regulation D promulgated under the Securities Act of 1933.
During the year ended March 31, 2005, the Company granted 55,556
warrants to an investor in connection with the purchase of common stock. The
warrants have an exercise price of $0.44 per share, vest immediately and are
exercisable through January 2008. This transaction was exempt from registration
pursuant to Regulation D promulgated under the Securities Act of 1933.
50
During the year ended March 31, 2005, the Company granted 90,000
warrants to investors in connection with the purchase of common stock. The
warrants have an exercise price of $0.34 per share, vest immediately and are
exercisable through February 2008. This transaction was exempt from registration
pursuant to Regulation D promulgated under the Securities Act of 1933.
During the year ended March 31, 2005, 1,206,564 warrants with a
exercise price of $0.25 per share, which were granted to investors in connection
with the purchase of common stock, were exercised. This transaction was exempt
from registration pursuant to Regulation D promulgated under the Securities Act
of 1933.
OPTIONS
In February 2005, the Board of Directors granted the Company's Chief
Executive Officer ("CEO")and Chief Scientific Officer ("CSO") non-qualified
stock options to purchase up to 2,231,100 and 1,734,350 shares of common stock,
respectively, at an exercise price of $0.38 per share and vest fifty percent
immediately, twenty-five percent in December 2005 and twenty-five percent in
December 2006. In addition Mr. Calvin Leung, a board member, was granted
non-qualified stock options to purchase up to 308,725 shares at $0.38 that vest
fifty percent immediately, twenty-five percent in December 2005 and twenty-five
percent in December 2006. Messrs. Franklyn S Barry and Edward G Broenniman,
board members, were each granted non-qualified stock options to purchase up to
514,550 shares at $0.38 that vest forty percent immediately, twenty-five percent
in December 2005 and twenty-five percent in December 2006. All of these options
granted expire in 2010 and 2011 and were granted at a price that was $0.08 below
the estimated fair value of the underlying common stock on the date of grant.
This transaction was exempt from registration pursuant to Section 4(2)of the
Securities Act of 1933.
EXHIBITS
3.1 Articles of Incorporation of Aethlon Medical, Inc. (1)
3.2 Bylaws of Aethlon Medical, Inc. (1)
3.3 Certificate of Amendment of Articles of Incorporation dated March 28,
2000 (2)
3.4 Certificate of Amendment of Articles of Incorporation dated June 13,
2005(16)
3.5 Certificate of Amendment of Articles of Incorporation dated March 6,
2007 (17)
5.0 Legal opinion by Richardson & Patel LLP*
10.1 Employment Letter between Aethlon Medical, Inc. and James Dorst
dated July 29, 2005 (15)
10.2 Employment Agreement between Aethlon Medical, Inc. and James A. Joyce
dated April 1, 1999 (3)
10.3 Agreement and Plan of Reorganization Between Aethlon Medical, Inc. and
Aethlon, Inc. dated March 10, 1999 (4)
10.4 Agreement and Plan of Reorganization Between Aethlon Medical, Inc. and
Hemex, Inc. dated March 10, 1999 (4)
10.5 Agreement and Plan of Reorganization Between Aethlon Medical, Inc. and
Syngen Research, Inc. (5)
10.6 Agreement and Plan of Reorganization Between Aethlon Medical, Inc. and
Cell Activation, Inc. (6)
10.7 2003 Consultant Stock Plan, as amended August 2005 (7)
10.8 Lease by and between Aethlon Medical, Inc. and San Diego Science Center
(8)
10.9 Patent License Agreement by and amongst Aethlon Medical, Inc., Hemex,
Inc., Dr. Julian L. Ambrus and Dr. David O. Scamurra (8)
10.10 Employment Agreement by and between Aethlon Medical, Inc. and Dr.
Richard H. Tullis (8)
51
10.11 Cooperative Agreement by and between Aethlon Medical, Inc. and George
Mason University (9)
10.12 Stock Option Agreement by and between Aethlon Medical, Inc. and James
A. Joyce (10)
10.13 Stock Option Agreement by and between Aethlon Medical, Inc. and Richard
Tullis (10)
10.14 Stock Option Agreement by and between Aethlon Medical, Inc. and
Franklyn S. Barry (10)
10.15 Stock Option Agreement by and between Aethlon Medical, Inc. and Ed
Broenniman (10)
10.16 Stock Option Agreement by and between Aethlon Medical, Inc. and James
A. Joyce (11)
10.17 10% Convertible Promissory Note by and between Aethlon Medical and
Allan S. Bird (12)
10.18 10% Convertible Promissory Note by and between Aethlon Medical and
Ellen R. Weiner Family Revocable Trust (12)
10.19 Form of Warrant for the benefit of Allan S. Bird and Ellen R. Weiner
Family Revocable Trust (12)
10.20 Form of Registration Rights Agreement by and between Aethlon Medical
and Allan S. Bird and Ellen R. Weiner Revocable Trust (12)
10.21 10% Convertible Promissory Note by and between Aethlon Medical, Inc.
and Christian J. Hoffmann III (16)
10.22 10% Convertible Promissory Note by and between Aethlon Medical, Inc.
and Claypoole Capital, LLC (16)
10.23 Form of Warrant for the benefit of Christian J. Hoffmann III and
Claypoole Capital, LLC (16)
10.24 Form of Registration Rights Agreement by and between Aethlon Medical,
Inc. and Christian J. Hoffmann III and Claypoole Capital, LLC (16)
10.25 Warrant for the benefit of Fusion Capital Fund II, LLC dated March 31,
2006 (17)
10.26 Common Stock Purchase Agreement by and between Aethlon Medical, Inc.
and Fusion Capital Fund II, LLC dated March 21, 2007(17)
10.27 Registration Rights Agreement by and between Aethlon Medical, Inc. and
Fusion Capital Fund II, LLC dated March 21, 2007(18)
10.28 Form of Allonge to 10% Series A Convertible Notes dated March 5, 2007
by and between Aethlon Medical, Inc. and Christian Hoffman III *
10.29 Form of Allonge to 10% Series A Convertible Notes dated March 5, 2007
by and amongs Aethlon Medical, Inc., Joel S. Aaronson, Patricia Green,
Christina J. Bird, Co-Executor of the Estate of Allan S. Bird *
10.30 Form of Allonge to 10% Series A Convertible Notes dated March 5, 2007
by and between Aethlon Medical, Inc. and Claypoole Capital, LLC*
10.31 Form of Allonge to 10% Series A Convertible Notes dated March 5, 2007
by and between Aethlon Medical, Inc. and Ellen R. Weiner Family
Revocable Trust*
14 Code of Ethics*
21 List of subsidiaries (10)
23.1 Consent of Independent Registered Public Accounting Firm (Squar,
Milner, Reehl & Williamson, LLP)*
23.2 Consent of Richardson & Patel LLP (included in Exhibit 5.0)
--------------
* Filed herewith
(1) Filed with the Company's Registration Statement on Form SB-2 dated
December 18, 2000 and incorporated by reference.
(2) Filed with the Company's Annual Report on Form 10-KSB for the year
ended March 31, 2000 and incorporated by reference.
(3) Filed with the Company's Annual Report on Form 10-KSB for the year
ended March 31, 1999 and incorporated by reference.
(4) Filed with the Company's Current Report on Form 8-K dated March 10,
1999 and incorporated by reference.
(5) Filed with the Company's Current Report on Form 8-K dated January 10,
2000 and incorporated by reference.
(6) Filed with the Company's Current Report on Form 8-K dated April 10,
2000 and incorporated by reference.
(7) Incorporated by reference from our Registration Statement on Form
S-8(File No. 333-114017) filed on August 29, 2005.
(8) Filed with the Company's Annual Report on Form 10-KSB/A for the year
ended March 31, 2004 and incorporated by reference.
(9) Filed with the Company's Registration Statement on Form SB-2 filed on
July 7, 2004 and incorporated by reference.
52
(10) Filed with the Company's Annual Report on Form 10-KSB for the year
ended March 31, 2005 and incorporated by reference.
(11) Filed with the Company's Current Report on Form 8-K dated September 9,
2005 and incorporated by reference.
(12) Filed with the Company's Current Report on Form 8-K dated November 7,
2005 and incorporated by reference.
(13) Filed with the Company's Post-Effective Amendment No.1 to Registration
Statement on Form SB-2 filed on December 8, 2005 and incorporated by
reference.
(14) Filed with the Company's Current Report on Form 8-K dated June 14, 2005
and incorporated by reference.
(15) Filed with the Company's Current Report on Form 8-K dated March 7, 2007
and incorporated by reference.
(16) Filed with the Company's Registration Statement on Form SB-2 filed on
January 9, 2006 and incorporated by reference.
(17) Filed with the Company's Current Report on Form 8-K dated April 4, 2006
and incorporated by reference.
(18) Filed with the Company's Current Report on Form 8-K dated March 21,
2007 and incorporated by reference.
53
UNDERTAKINGS.
We hereby undertake to:
1. File, during any period in which we offer or sell securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement; and
notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC under Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table on
the face page of the effective registration statement; or
(iii) Include any additional or changed material information on the
plan of distribution.
2. For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
3. File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
4. Each prospectus filed by the undersigned small business issuer pursuant
to Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of and
included in the registration statement.
4. Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required by
section 10(a) of the Securities Act shall be deemed to be part of and
included in the registration statement as of the earlier of the date
such form of prospectus is first used after effectiveness or the date
of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of
the issuer and any person that is at that date an Underwriter, such
date shall be deemed to be a new effective date of the registration
statement Relating to the securities in the registration statement to
which that prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date; or
5. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons
under the foregoing provisions or otherwise, we have been advised that
in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. If
a claim for indemnification against such liabilities (other than our
payment of expenses incurred or paid by any of our directors, officers
or controlling persons in the successful defense of any action, suit,
or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
54
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Form SB-2 Registration Statement and
authorized this Form SB-2 Registration Statement to be signed on its behalf by
the undersigned, in the City of San Diego, State of California on April 3, 2007.
AETHLON MEDICAL, INC.
By: /s/ James A. Joyce
-------------------------------------
James A. Joyce
Chief Executive Officer and President
(principal executive officer)
In accordance with the requirements of the Securities Act of 1933, this
Form SB-2 Registration Statement was signed by the following persons in the
capacities and on the dates stated:
By: /S/ James A. Joyce President, Chief Executive Officer and Chairman April 3, 2007
-------------------------------- (principal executive officer)
James A. Joyce
By: /S/ James Dorst Chief Financial Officer April 3, 2007
-------------------------------- (principal accounting and financial officer)
James Dorst
By: /S/ Richard H. Tullis Chief Science Officer and Director April 3, 2007
--------------------------------
Richard H. Tullis
By: /S/ Franklyn S. Barry, Jr. Director April 3, 2007
--------------------------------
Franklyn S. Barry, Jr.
By: /S/ Edward Broenniman Director April 3, 2007
--------------------------------
Edward Broenniman
55
EXHIBIT INDEX
EXHIBITS
3.1 Articles of Incorporation of Aethlon Medical, Inc. (1)
3.2 Bylaws of Aethlon Medical, Inc. (1)
3.3 Certificate of Amendment of Articles of Incorporation dated March 28,
2000 (2)
3.4 Certificate of Amendment of Articles of Incorporation dated June 13,
2005(16)
3.5 Certificate of Amendment of Articles of Incorporation dated March 6,
2007 (17)
5.0 Legal opinion by Richardson & Patel LLP*
10.1 Employment Letter between Aethlon Medical, Inc. and James Dorst
dated July 29, 2005 (15)
10.2 Employment Agreement between Aethlon Medical, Inc. and James A. Joyce
dated April 1, 1999 (3)
10.3 Agreement and Plan of Reorganization Between Aethlon Medical, Inc. and
Aethlon, Inc. dated March 10, 1999 (4)
10.4 Agreement and Plan of Reorganization Between Aethlon Medical, Inc. and
Hemex, Inc. dated March 10, 1999 (4)
10.5 Agreement and Plan of Reorganization Between Aethlon Medical, Inc. and
Syngen Research, Inc. (5)
10.6 Agreement and Plan of Reorganization Between Aethlon Medical, Inc. and
Cell Activation, Inc. (6)
10.7 2003 Consultant Stock Plan, as amended August 2005 (7)
10.8 Lease by and between Aethlon Medical, Inc. and San Diego Science Center
(8)
10.9 Patent License Agreement by and amongst Aethlon Medical, Inc., Hemex,
Inc., Dr. Julian L. Ambrus and Dr. David O. Scamurra (8)
10.10 Employment Agreement by and between Aethlon Medical, Inc. and Dr.
Richard H. Tullis (8)
10.11 Cooperative Agreement by and between Aethlon Medical, Inc. and George
Mason University (9)
10.12 Stock Option Agreement by and between Aethlon Medical, Inc. and James
A. Joyce (10)
10.13 Stock Option Agreement by and between Aethlon Medical, Inc. and Richard
Tullis (10)
10.14 Stock Option Agreement by and between Aethlon Medical, Inc. and
Franklyn S. Barry (10)
10.15 Stock Option Agreement by and between Aethlon Medical, Inc. and Ed
Broenniman (10)
10.16 Stock Option Agreement by and between Aethlon Medical, Inc. and James
A. Joyce (11)
10.17 10% Convertible Promissory Note by and between Aethlon Medical and
Allan S. Bird (12)
10.18 10% Convertible Promissory Note by and between Aethlon Medical and
Ellen R. Weiner Family Revocable Trust (12)
10.19 Form of Warrant for the benefit of Allan S. Bird and Ellen R. Weiner
Family Revocable Trust (12)
10.20 Form of Registration Rights Agreement by and between Aethlon Medical
and Allan S. Bird and Ellen R. Weiner Revocable Trust (12)
10.21 10% Convertible Promissory Note by and between Aethlon Medical, Inc.
and Christian J. Hoffmann III (16)
10.22 10% Convertible Promissory Note by and between Aethlon Medical, Inc.
and Claypoole Capital, LLC (16)
10.23 Form of Warrant for the benefit of Christian J. Hoffmann III and
Claypoole Capital, LLC (16)
10.24 Form of Registration Rights Agreement by and between Aethlon Medical,
Inc. and Christian J. Hoffmann III and Claypoole Capital, LLC (16)
10.25 arrant for the benefit of Fusion Capital Fund II, LLC dated March 31,
2006 (17)
10.26 Common Stock Purchase Agreement by and between Aethlon Medical, Inc.
and Fusion Capital Fund II, LLC dated March 21, 2007 (17)
10.27 Registration Rights Agreement by and between Aethlon Medical, Inc. and
Fusion Capital Fund II, LLC dated March 21, 2007 (18)
56
10.28 Form of Allonge to 10% Series A Convertible Notes dated March 5, 2007
by and between Aethlon Medical, Inc. and Christian Hoffman III *
10.29 Form of Allonge to 10% Series A Convertible Notes dated March 5, 2007
by and amongs Aethlon Medical, Inc., Joel S. Aaronson, Patricia Green,
Christina J. Bird, Co-Executor of the Estate of Allan S. Bird *
10.30 Form of Allonge to 10% Series A Convertible Notes dated March 5, 2007
by and between Aethlon Medical, Inc. and Claypoole Capital, LLC *
10.31 Form of Allonge to 10% Series A Convertible Notes dated March 5, 2007
by and between Aethlon Medical, Inc. and Ellen R. Weiner Family
Revocable Trust *
14 Code of Ethics *
21 List of subsidiaries (10)
23.1 Consent of Independent Registered Public Accounting Firm (Squar,
Milner, Reehl & Williamson, LLP) *
23.2 Consent of Richardson & Patel LLP (included in Exhibit 5.0)
--------------
* Filed herewith
(1) Filed with the Company's Registration Statement on Form SB-2 dated
December 18, 2000 and incorporated by reference.
(2) Filed with the Company's Annual Report on Form 10-KSB for the year
ended March 31, 2000 and incorporated by reference.
(3) Filed with the Company's Annual Report on Form 10-KSB for the year
ended March 31, 1999 and incorporated by reference.
(4) Filed with the Company's Current Report on Form 8-K dated March 10,
1999 and incorporated by reference.
(5) Filed with the Company's Current Report on Form 8-K dated January 10,
2000 and incorporated by reference.
(6) Filed with the Company's Current Report on Form 8-K dated April 10,
2000 and incorporated by reference.
(7) Incorporated by reference from our Registration Statement on Form
S-8(File No. 333-114017) filed on August 29, 2005.
(8) Filed with the Company's Annual Report on Form 10-KSB/A for the year
ended March 31, 2004 and incorporated by reference.
(9) Filed with the Company's Registration Statement on Form SB-2 filed on
July 7, 2004 and incorporated by reference.
(10) Filed with the Company's Annual Report on Form 10-KSB for the year
ended March 31, 2005 and incorporated by reference.
(11) Filed with the Company's Current Report on Form 8-K dated September 9,
2005 and incorporated by reference.
(12) Filed with the Company's Current Report on Form 8-K dated November 7,
2005 and incorporated by reference.
(13) Filed with the Company's Post-Effective Amendment No.1 to Registration
Statement on Form SB-2 filed on December 8, 2005 and incorporated by
reference.
(14) Filed with the Company's Current Report on Form 8-K dated June 14, 2005
and incorporated by reference.
(15) Filed with the Company's Current Report on Form 8-K dated March 7, 2007
and incorporated by reference.
(16) Filed with the Company's Registration Statement on Form SB-2 filed on
January 9, 2006 and incorporated by reference.
(17) Filed with the Company's Current Report on Form 8-K dated April 4, 2006
and incorporated by reference.
(18) Filed with the Company's Current Report on Form 8-K dated March 21,
2007 and incorporated by reference.
57